Software Service Agreement

The Clearflo AI Software Agreement (the "Agreement") is between Customer and Clearflo AI Inc. ("Clearflo AI") and consists of the Software Terms below and the terms in each Order. It becomes effective on the date of the first Order, whether such Order is with Clearflo AI or with a Partner.

Software Terms

These Software Terms apply to all Orders.

1. Definitions and Interpretation

The definitions set out in Schedule A apply to this Agreement.

In this Agreement:

• (i) the terms "including", "include" and "includes" are deemed to be followed by the statement "without limitation", and none of these terms will be construed to limit any word or statement it follows,
• (ii) headings are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions,
• (iii) a reference to a person includes an individual, partnership, association, trust, unincorporated organization, society or corporation,
• (iv) a reference to a day, month, quarter or year means a calendar day, month, quarter, or year, unless the context indicates otherwise and
• (v) a reference to a statute includes a reference to such statute and its regulations, all amendments made to the statute and in force, and to any statute or regulation that has the effect of supplementing or superseding such statute or its regulations.

2. Grants and Rights to use Clearflo AI Software

On acceptance of an Order by Clearflo AI, and subject to Customer's compliance with the Agreement, Clearflo AI grants Customer a non-exclusive, non-transferable, non-sublicensable license to have Authorized Users use and access the Clearflo Software, solely for Customer's own use and business purposes, up to any limits specified in the Order.

Customer shall ensure that only Authorized Users have access to and can use the Clearflo AI Software. Customer is responsible and liable for any use of the Clearflo AI Software by its Authorized Users and for all activity occurring under Customer's accounts or using Customer's access credentials. Customer shall:

• • maintain the confidentiality of any authentication or access credentials associated with Customer's use of the Clearflo AI Software, and Clearflo AI has no liability whatsoever for any claims, losses or damages arising from Customer's, Customer's administrator's or an Authorized User's failure to manage the confidentiality of login IDs and passwords or other authentication or access credentials;
• • promptly notify Clearflo AI regarding any possible misuse or unauthorized use of Customer's accounts or authentication credentials, or any security incident related to the Clearflo AI Software;
• • administer Customer's access credentials in connection with its use of the Clearflo AI Software;
• • ensure that each Authorized User will have and use unique access credentials to access the Clearflo AI Software;
• • keep all access credentials information up-to-date; and
• • promptly terminate the access credentials of (A) a terminated Authorized User on termination of employment and (B) an Authorized User who has had authorization by the Customer.

Clearflo AI reserves the right (but has no obligation) to terminate, suspend or restrict any Authorized User's account if any suspicious or unusual activity arises relating to the use of an Authorized User's access credentials, in which case Clearflo AI shall endeavor to notify Customer following such termination, suspension or restriction so that Clearflo AI and the Customer may work to resolve any issues relating to such account as soon as practicable.

Customer shall abide by all applicable local, state, provincial, federal and national law, treaties in connection with Customer's use of the Clearflo AI Software, including those related to export control, data privacy, international communications, and the transmission of Personal Information.

3. Reservation of Rights and Restrictions

Customer shall not:

• (i) Reverse engineer, decompile, or disassemble any Clearflo AI Software, or attempt to do so;
• (ii) install or use Clearflo AI Software in any way that would subject Clearflo AI Software to an Excluded License;
• (iii) remove, disable, circumvent or tamper with any technological protection measures implemented in or with the Clearflo AI Software, including encryption, copy protection, digital rights management, or access control;
• (iv) distribute, sublicense, rent, lease, or lend any Clearflo AI Software, in whole or in part, or use them to offer hosting services to a third-party;
• (v) combine Clearflo AI software with Customer value add to create a customer-branded solution that Customer markets to its customers; or
• (vi) use the Clearflo AI Software to undertake any activity or host any Customer Data that:

• • is unlawful, fraudulent, harmful, malicious, obscene, or offensive;
• • threatens or violates the rights of others;
• • disrupts or gains (or intends to disrupt or gain) unauthorized access to data services, networks, or computing environments within or external to Clearflo AI;
• • sends unsolicited, abusive, or deceptive messages or spam of any type;
• • distributes any form of malware, or
• • could lead to death, serious bodily injury, or property or environmental damage.

4. Changes to Clearflo AI Software

At any time and at Clearflo AI's discretion, Clearflo AI may make changes to the Clearflo AI Software, including Documentation. Such changes are intended to make available additional features and functionality, improve and clarify existing commitments, comply with applicable law, address changes in Third Party Software, or maintain alignment to operational and security standards or applicable laws. Changes will not degrade the security or data protection features of the Clearflo AI Software. Any changes that do not meet these conditions only take effect, and the Customer only accepts them, on entering into a new Order or on renewing an Order for the Clearflo AI Software. Clearflo AI is under no obligation to make enhancements or add additional features to the Clearflo AI Software.

5. Pricing and Payment Terms

Unless stated otherwise in an Order, the following terms apply when the Customer has entered into an Order with Clearflo AI:

The Customer shall pay Clearflo AI the amounts set out in each Order, in accordance with any terms set out in the Order, unless stated otherwise in an Order, Customer will pay Clearflo AI annually, unless otherwise stated in the Order Form, within 30-days of Clearflo AI's invoice (that is, on a net 30-day basis). Customer's right to use Clearflo AI Software is contingent on the Customer paying the applicable fees and charges set out in an Order.

Usage Fees (Call Costs). In addition to Subscription Fees, Customer shall pay weekly Call Costs, calculated at Clearflo AI's then-current per-minute rate. Clearflo AI may adjust the per-minute rate upward or downward by providing at least fifteen (15) days' written notice. A weekly statement of total minutes and resulting Call Costs will be made available to Customer.

Clearflo AI uses Stripe as its third-party payment processor. Customer authorizes Clearflo AI to share relevant billing and account information with Stripe for the purposes of facilitating payment transactions, subscription billing, and account management. Clearflo AI is not responsible for the security or privacy practices of Stripe. Customers are encouraged to review Stripe's Privacy Policy separately.

Automatic Billing. Customer authorizes Clearflo AI (via its payment processor, Stripe) to automatically charge the payment method on file — (a) weekly in arrears for Call Costs and (b) monthly in advance for Subscription Fees — without further invoice issuance.

Disputed Charges. Customer must notify Clearflo AI of any good-faith dispute regarding Call Costs within fifteen (15) days of the statement date; otherwise, the statement is deemed accepted. The parties will work in good faith to resolve disputes promptly.

The Customer is responsible for purchasing additional licenses or access for authorized Users at any time that the Customer exceeds the license limits or metrics set out in an Order (such as the number of employees or users). Clearflo AI will invoice the Customer for the fees for any such additional licenses or access on a pro-rated basis to the end of the current year of the current subscription term or renewal term, and then annually with other licenses and access rights.

Unless otherwise stated in an Order, an annual fee increase that is equal to five percent (5%) of the Order's prior year's fees will be applied on each anniversary of the Effective Date for each Order that has a term of two (2) years or more. Additionally, if Clearflo AI is providing third party software under an Order, the fees for such third party software may increase annually if such third party increases the fees charged to Clearflo AI for such software.

Orders for some Clearflo AI Software will include fees that are calculated based on the Customer's use of the Clearflo AI Software. If the Customer discontinues use of such Clearflo AI Software without terminating the Order in accordance with the Software Terms then the Customer is required to pay fees set out in the Order for such Clearflo AI Software.

The Customer must provide a payment method or, if eligible, choose to be invoiced for purchases made on its account. Customer consents to Clearflo AI use of account information regarding the selected payment methods provided by the issuing bank or applicable payment network and authorizes Clearflo AI to charge the Customer using that payment method for Orders.

Clearflo AI may, in addition to other remedies (such as suspending or terminating access to the Clearflo AI Software), charge interest on any payments to Clearflo AI that are more than fifteen (15) calendar days past due at a rate of eighteen percent (18%) per annum, calculated and payable monthly, or the highest amount allowed by law, if less.

Clearflo AI fees are exclusive of all taxes. The Customer shall pay taxes as required in an Order or invoice, excluding only taxes based solely on Clearflo AI's income.

Unless the Customer has provided written notice that the Customer does not have an Order renew in accordance with Section 13(b) then Clearflo AI will provide the Customer with an invoice for the renewal term in advance of the renewal term. Such invoice will include any applicable pricing changes for each year in the renewal term, and any changes to the terms of this Agreement for the renewal.

6. Account Management

If specified in an Order, the Customer shall authorize Clearflo AI as a partner or agent to place orders for Third Party Software on Customer's behalf and to manage the Customer's Third Party Software. If specified in an Order, the Customer shall grant Clearflo AI administrator privileges for Third Party Software to allow Clearflo AI to provision, administer and support (as applicable) the Clearflo AI Software.

Customer has the right to work with another reseller partner, and in some cases Clearflo AI and a Partner will discontinue their relationship. In such circumstances, the Customer may contact Clearflo AI for assistance with finding replacement partner reseller, or the Customer may purchase from Clearflo AI directly. If the Customer moves to new reseller partner then, subject to the terms of the agreement with the existing reseller partner, the Customer may be required to remove Partner Customizations.

7. Support

Details of the email and phone support services provided by Clearflo AI for the Clearflo AI Software under this Agreement are available in the support section of the https://clearflo.ai website. Such support terms may be varied in an Order with a Partner, and if an Order is placed with a Partner, then the Partner will provide Partner's applicable support contact details. Support for any Partner Customizations is provided exclusively by the Partner.

Any customizations, integrations, or configuration services provided by Clearflo AI are offered on an "as-is" basis. Clearflo AI does not guarantee compatibility, ongoing operability, or fitness for the purpose of customized solutions when integrated with third-party systems, APIs, or platforms. Custom development services are considered professional services and are separate from the core Clearflo AI Software license. Clearflo AI reserves the right to offer such professional services under separate terms and pricing in the future.

Clearflo AI endeavors to respond to critical support issues within 24 business hours from receipt of a properly submitted support request. Support inquiries may be submitted via the Clearflo AI support portal or designated support email. Non-critical issues will be addressed on a best-efforts basis.

Clearflo AI does not guarantee continuous, uninterrupted, or error-free operation of the Clearflo AI Software. However, Clearflo AI endeavors to maintain high availability and service levels consistent with industry best practices.

8. Third Party Software and Services

If an order indicates that Third Party Software or licenses for Third Party Software is required to use the Clearflo AI Software then the Order only takes effect after Customer has entered into an agreement with, or accepted the terms presented by the Provider of such Third Party Software.

The Third Party Software is provided or made available subject to separate terms that govern the use of the Third Party Software by the Provider.

Installation of Third Party Software must be authorized by Clearflo AI.

Clearflo AI Software may rely on or integrate with third-party software, platforms, or services ("Third-Party Services") that Clearflo AI manages and operates internally to deliver its services to the Customer. Clearflo AI does not warrant, control, or assume responsibility for the performance, availability, reliability, security, or data practices of any Third-Party Services. The Customer acknowledges and agrees that service interruptions, performance issues, or data loss resulting from failures or limitations of such Third-Party Services do not constitute a breach of this Agreement. Clearflo AI shall not be liable for any damages, losses, costs, or claims arising from the unavailability or malfunction of any Third-Party Services used by Clearflo AI in its delivery of services to the Customer.

The Customer remains solely responsible and liable for its use of any Third-Party Software it installs or accesses independently, including any Partner Customizations, and shall be subject to the third-party terms governing such use.

9. Privacy and Data Protection

Clearflo AI and Partner do not own any Customer Data. Customer is solely responsible and liable for the accuracy, quantity, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

Each party agrees to abide by applicable privacy and data protection law with respect to the collection, access, use, disclosure, and destruction or Personal Information.

Customer Consents to the processing of Personal Information by Clearflo AI (or Partner) as provided in this agreement. Before providing Personal Information to Clearflo AI (or Partner), Customer will obtain all required consents from third parties under applicable privacy and data protection laws.

Customer appoints Clearflo AI (or Partner, when applicable) as Customer's agent for the purposes of interfacing with and providing instructions to Providers and Clearflo AI's Representatives for the Purposes of this Section 9.

Customer grants Clearflo AI (or Partner, when applicable) the right to host, use, process, display and transmit Customer Data as required to make the Clearflo AI Software available to the Customer and to provide support for the Clearflo AI Software.

Clearflo AI is not responsible for any disclosure, modification or deletion of Customer Data resulting from Customers' use of Third Party Software

Customer Data is hosted on third-party infrastructure providers selected by Clearflo AI. Clearflo AI may change or add hosting providers at any time to maintain, improve, or secure the Clearflo AI Software, provided Clearflo AI continues to apply commercially reasonable administrative, physical, and technical safeguards to protect Customer Data.

Clearflo AI does not knowingly collect or store sensitive personal information such as financial account numbers, government identification numbers, health information, or other sensitive consumer data. Customer is solely responsible for ensuring that any Customer Data uploaded to or processed by Clearflo AI Software complies with all applicable privacy, financial, and data protection laws. If Customer provides sensitive personal information, Customer does so at its own risk and must obtain all required consents prior to submission.

10. Confidentiality

Each Party (as a receiving part) shall:

• • Keep the disclosing party's Confidential Information as confidential;
• • use reasonable administrative, technical, organizational and physical safeguards, in accordance with how it protects its own Confidential Information, and in no event using less than a reasonable standard of care, to avoid unauthorized disclosure and unauthorized access to the Confidential Information;
• • use the disclosing party's Confidential Information only for the purposes of performing its obligations or exercising its rights or powers under the Agreement, and
• • not disclose Confidential Information to a third party, except to the receiving party's Representatives, and then only on a need-to-know basis under non-disclosure obligations that are in place before such disclosure and that are at least as protective as the confidentiality provisions in this Agreement. Each receiving party remains responsible for the use of Confidential Information by its Representatives.

A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party (to the extent legally permissible) to enable the other party to seek a protective order.

The obligations in this Section 10 apply:

• (i) for Customer Data, until it is deleted from the Clearflo AI Software,
• (ii) for Clearflo AI Software, until it falls within one of the exceptions set out below,
• (iii) for Personal Information, for as long as it is held by a party, and
• (iv) for all Confidential Information, for a period of five (5) years after a party receives the Confidential Information.

Confidential Information does not include information that falls into one of the following exceptions:

• (i) information that becomes, publicly available without a breach of a confidentiality obligation;
• (ii) information that the receiving party received lawfully from another source without a confidentiality obligation;
• (iii) information that is independently developed without use of other Confidential Information (as can be demonstrated by the receiving party's records);
• (iv) information that was known by the receiving party prior to receiving the information from the disclosing party or
• (v) a comment for suggestion volunteered about the receiving party's business, products or services.

Both parties acknowledge that the receiving party's use or disclosure of the Confidential Information in a manner inconsistent with or in breach of this Agreement may cause the disclosing party irreparable damage for which remedies other than injunctive relief or other equitable relief may be inadequate. The parties agree that the disclosing party may seek injunctive or other equitable relief seeking to restrain such use or disclosure, without posting a bond or other security.

On discovery of theft, loss or compromise of Confidential Information, unauthorized access, use or disclosure of Confidential Information, or data breach or security breach of Confidential Information, the receiving party shall notify the disclosing party as soon as practical, and the receiving party shall provide the disclosing party with the level of cooperation reasonably required by the investigation and root cause analysis of the event, making available information related to the event (including records, logs, and files) required under applicable law, taking reasonable steps to contain and remedy the effects of the event and taking reasonable steps to prevent re-occurrence of the event.

Customer's agreement with Partner will set out the confidentiality obligations between the Customer and the Partner.

11. Intellectual Property Ownership

Clearflo AI and its licensors exclusively own all right, title, and interest, including all Intellectual Property, in and to the Clearflo AI Software. This Agreement is not a sale and does not convey to the Customer any rights of ownership in or related to the Clearflo AI software or the Intellectual Property owned by Clearflo AI. Clearflo AI Software is protected by copyright and other intellectual property laws and international treaties. Clearflo AI reserves all rights not expressly granted in this Agreement.

12. Limited Warranties

Clearflo AI warrants that the current Clearflo AI Software version will perform substantially as described in the Documentation. If it does not and Customer timely notifies Clearflo AI then Clearflo AI shall, at Clearflo AI's option, repair or replace the Clearflo AI Software or update the Documentation if the Documentation is in error. Clearflo AI is not responsible for any Clearflo AI Software performance issues or restricted functionality resulting from Third Party Software.

The remedies above are Customer's sole remedies for breach of the warranties in this section. These warranties end when access to Clearflo AI Software ends.

CLEARFLO AI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE CLEARFLO AI SOFTWARE. CLEARFLO AI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; OR (II) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS. EXCEPT FOR THE WARRANTY ABOVE IN SECTION 12(a), THE CLEARFLO AI SOFTWARE AND ALL CONTENT IS PROVIDED TO CUSTOMERS STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CLEARFLO AI AND ITS LICENSORS.

While Clearflo AI uses industry-leading security measures and employs a hosting services provider who uses industry leading security measures to endeavor to keep all data secure, Clearflo AI cannot guarantee that Clearflo AI, Providers, Partners, or hosting services providers can prevent all forms of third party disruptions or unauthorized third party access. Upon identification of any such disruption or access Clearflo AI will take the steps set out in Sections 10 (f).

13. Term and Termination

This Agreement will remain in effect until the last Order is terminated in accordance with this Section 13.

The term for an Order for Clearflo AI Software will automatically renew for the same term as the initial subscription period stated in the Order unless:

• (i) the Order is previously terminated in accordance with this Section 13;
• (ii) the Order states otherwise; or
• (iii) Early-Termination for 12-Month Orders. Customer may terminate a 12-month Order for convenience any time by providing (30) days' written notice. The customer will be subject to a cancellation fee of 50% of the outstanding Subscription Fees remaining of the 12-month term. Fees already paid are non-refundable and any unpaid Subscription Fees through the effective termination date become immediately due; or
• (iv) Month-to-Month Orders. Either party may terminate an Order with an initial term of one (1) month by providing thirty (30) days' written notice, effective at the end of the then-current monthly term.

Without limiting other remedies, it may have, either party may terminate this Agreement (which includes all Orders) or a specific Order placed with Clearflo AI on 30 days' notice for material breach if the other party fails to cure the breach within the 30 days' notice period. Customer's non-payment of the fees set out in an Order constitutes a material breach. Termination of specific Order does not affect any other Orders.

Clearflo AI may suspend Customer's access to, or use of, Clearflo AI Software or access to support from Clearflo AI (i) during any period of Customer's material breach, (ii) if there is a security breach, (iii) if Customer is in violation of applicable law, or (iv) if Customer's right to use any required Third Party Software has been terminated or has expired. Clearflo AI will give Customer notice before suspending Clearflo AI Software when it can reasonably do so.

Suspension for Non-Payment of Call Costs. If any weekly Call Costs remain unpaid for fourteen (14) days after the due date, Clearflo AI may pause Customer's access to the Clearflo AI Software offering until all outstanding amounts are received. Suspension does not relieve Customer of payment obligations, and Subscription Fees will continue to accrue during any suspension period.

On termination of the Agreement (which includes termination of all Orders) or termination of an Order, which occurs at the end of the current term of an Order or at the end of the cure period (in the case termination for breach):

• (i) Clearflo AI will make available to Customer a file of Customer Data for the applicable Clearflo AI Software within 30 days termination of the Order if Customer requests a file at the time of termination, provided Clearflo AI has no obligation to retain Customer Data for the applicable Clearflo AI Software, and Clearflo AI will delete such Customer Data after 30 days after termination;
• (ii) all licenses granted under a terminated Order terminate immediately, and Customer shall cease using any Clearflo AI Software under the Order, including any elements of the Clearflo AI Software that Customers may have installed on-premises or in an environment that customer operates or controls;
• (iii) Customer shall pay all amounts due under any unpaid invoices for each terminated Order (which become due and payable immediately), and in the case of termination due to Customer's breach of the Agreement, payment to the end of the current subscription term (or current renewal term, as applicable) for each terminated Order; and
• (iv) Accrued Usage. Upon termination, all accrued but unbilled Call Costs become immediately due and payable.
• (v) each party (the receiving party) who has received Confidential Information from the other party shall, at the other party's option, return or destroy the other party's Confidential Information. In the case of Customer as the receiving party, it shall destroy any on-premises copies of the Clearflo AI software that the Customer installed on-premises or in an environment that Customer operates or controls. At the other party's request, the receiving party shall certify in writing to the other party that the receiving party has complied with the obligations of this section.

The following sections survive the termination of this Agreement (which includes all Orders): Sections 1, 5 (until all required payments are paid in full), 9, 10, 11, 13 (Termination Effects), 15, and 16.

14. Indemnities

Subject to the other terms in this section 14, Clearflo AI shall defend Customer against any third party claims that the use of the Clearflo AI Software by the customer infringes or misappropriates such third parties intellectual property in the United States or Canada and Clearflo AI shall indemnify and hold Customer harmless from the amount of any resulting adverse final judgment (or settlement amount for which Clearflo AI consents).

Clearflo AI's Obligation in section 14 a do not apply to the extent that the claim or adverse final judgment is based on arises from or relates to:

• (i) customers use of clear flow AI software after clear flow AI (A) notifies Customer to discontinue use due to such a claim (B) provides Customer with the right to access a non-infringing update of the Clearflo AI software at no additional cost or (C) has terminated Customer's right to access and use the Clearflo AI Software,
• (ii) customer combining the clear flow so where with a non-Clearflo AI product hardware software or service data or business process including combining the clear flow AI software with third party software three damages attributable to the value of the use of a non-Clearflo AI Software with Third Party Software;
• (iii) damage is attributable to the value of the use of a non-Clearflo AI product data or business process including Third Party Software;
• (iv) Customer altering or modifying the Clearflo AI Software including any modifications by third parties who are not authorized by Clearflo AI;
• (v) Customers distribution of the Clearflo AI Software to, or Customer's use for the benefit of any third party who is not an authorized user;
• (vi) Customer's improper use of the Clearflo AI Software or other breach of the Clearflo AI Software use provisions and restrictions in the agreement; or
• (vii) a trade secret claim where Customer acquired the trade secret (A) through improper means, (B) under circumstances giving rise to a duty to maintain its secrecy or limit its use or (C) from a person (other than Clearflo AI) who owed to that party asserting the Claim a duty to maintain the secrecy or limit the use of the trade secret.

Customer shall reimburse Clearflo AI for any loss suffered by or incurred by Clearflo AI from these actions.

If Clearflo AI receives information concerning an infringement or misappropriation Claim related to the Clearflo AI Software, or if as a result of an infringement or misappropriation Claim Customer's use of the Clearflo AI Software is enjoined by a court of competent jurisdiction, the Clearflo AI may, at Clearflo AI's expense and without obligation to do so, either:

• (i) procure for Customer the right to continue to access and use the Clearflo AI Software,
• (ii) modify the Clearflo AI Software or replace it with a functional equivalent, to make the Clearflo AI Software non-infringing, in which case Customer will stop running the affected portion of the Clearflo AI Software immediately or
• (iii) terminate the Agreement as it relates to the affected potion of the Clearflo AI Software and reimburse Customer for any fees that have been pre-paid and which have not been applied for such affected portion of the Clearflo AI Software.

Clearflo AI shall defend, indemnify and hold Customer harmless from and against any third party Claim and resulting Loss that arises from, is the result of, or that is caused by:

• (i) Clearflo AI's breach of this Agreement or
• (ii) Clearflo AI's gross negligence, willful misconduct, or fraud in connection with its performance of its obligations under this Agreement,

provided that Clearflo AI's foregoing indemnity obligations do not apply to the extent that the third party claim relates to, arose from or was caused by:

• (A) information provided to Clearflo AI by or on behalf of Customer or
• (B) Customer contributing to such third party Claim.

Customer must notify Clearflo AI promptly in writing of the Claim and give Clearflo AI sole control over Clearflo AI's defense or settlement of the Claim. Clearflo AI's obligations in this Section 14 do not apply to the extent that Customer has not provided Clearflo AI with prompt notice of a Claim or has not given Clearflo AI control over the defense of a Claim, and Customer's actions have adversely affected Clearflo AI's ability to fulfill Clearflo AI's obligations.

Customer shall provide Clearflo AI with reasonable assistance in defending the Claim, and Clearflo AI will reimburse Customer for reasonable out of pocket expenses that are incurred in providing that assistance.

15. Limitations of Liability

OTHER THAN IN THE CASE OF FRAUD, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, OR REVENUES, BUSINESS INTERRUPTIONS, OR LOSS OF BUSINESS, OR FOR ANY INDIRECT DAMAGES OF WHATEVER NATURE (INCLUDING CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES) ARISING IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL CLEARFLO AI'S AGGREGATE LIABILITY TO CUSTOMER (INCLUDING LIABILITY TO ANY PERSON WHOSE CLAIM IS BASED ON OR DERIVES FROM A RIGHT OT TIGHTS CLAIMED BY CUSTOMER), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMERS FOR CLEARFLO AI SOFTWARE UNDER THIS AGREEMENT DESPITE THE FOREGOING, CLEARFLO AI'S AGGREGATE LIABILITY FOR CLAIM BROUGHT BY CUSTOMER UNDER SECTION 14 (INDEMNITIES), OR DUE TO A CLEARFLO AI BREACH OF SECTION 9 (PRIVACY AND DATA PROTECTION) OR A CLEARFLO AI BREACH OF SECTION 10 (CONFIDENTIALITY) IS USD$100,000.

16. General

Upon receiving prior written approval from Clearflo AI, and upon payment of all fees that are due, Customer may assign the Software Terms together with all (not some) Orders to (1) a Customer Affiliate or (2) a third party to whom the Agreement has been assigned by Customer as part of (a) a divestiture of all or part of Customer's business or assets or (b) a merger involving Customer. On such assignment, Customer shall discontinue accessing the licensed Clearflo AI Software. Clearflo AI may assign this Agreement or transfer its rights and obligations under this Agreement without Customer's content after providing Customer with written notice.

Clearflo AI may perform its obligations under this Agreement through its Affiliates, and use contractors to provide access to the Clearflo AI Software and to support the Clearflo AI Software (such as hosting services providers and third party support contractors). Clearflo AI remains responsible for its Affiliates' and contractor's performance under this Agreement.

The Software Terms and each Order form the parties' entire agreement concerning the subject matter of the Agreement, and supersede any prior or contemporaneous communications, and any prior agreement between the parties and their affiliates relating to Clearflo AI Software. Any purchase order or any general terms and conditions Customer maintains or provides do not apply to this Agreement. The schedules attached to the Agreement are integral parts of this Agreement and are incorporated into the Agreement by reference. If there is a conflict or inconsistency between the Software Terms and the terms in a Customer's agreement with a Partner or in an Order with a Partner, the provisions in the Software Terms prevail and govern.

Clearflo AI may change these Software Terms. The latest version is available at: https://clearflo.ai/terms. Customer is responsible for checking this site periodically for changes to the Software Terms. When the Software Terms are changes, Customer is bound by such changes as of the date the change is posted.

All notices, requests, consents, Claims, waivers, and other communications, other than routine communications having no legal effect, must be in writing and sent to a party at the email address provided on the Order. All notices, requests, consents, Claims, waivers and other communications are deemed to have been given on the date sent by e-mail( with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.

Clearflo AI is an independent contractor for all purposes regarding this Agreement. Neither this Agreement, nor any of its provisions, will be construed as creating a partnership, joint venture, agency, or franchise relationship or any fiduciary duty between the parties.

If a court having jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent possible.

No waiver by a party or a right, remedy, power, or privilege will be effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of any other right, remedy, power, or privilege.

Neither party will be liable for any failure or delay in performance due in whole or in part to a Force Majeure Event.

If Customer's head office or primary office as of the Effective Date was located in the United States then this Agreement is governed by, and constructed in accordance with, the laws of the State of Delaware, and the federal laws of the United States applicable in the State of Delaware, without giving effect to any choice or conflict of law provisions, principle, or rule (whether of the State of Delaware or any other jurisdiction). If Customer's head office or primary office as of the Effective Date was located in Canada or anywhere outside of the United States then this Agreement is governed by, and construed in accordance with, the laws of the Province of Alberta, and the federal laws of Canada applicable in the Province of Alberta, without giving effect to any choice or conflict or law provision, principle or rule (whether of the Province of Alberta, and the federal laws of Canada applicable in the Province of Alberta, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the Province of Alberta or any other jurisdiction). If either party commences litigation in connection with this Agreement, then the prevailing party will be entitled to recover its reasonable attorney's fees, costs, and other expenses. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement.

To the fullest extent permitted by law, each party waives any right it may have to a trial by jury in respect of litigation directly or indirectly arising out of, under or in connection with this Agreement. Each party further waives any right to consolidate any action in which a jury trial cannot be or has not been waived.

17. Telephony and Outreach Compliance

Customer acknowledges and agrees that it is solely responsible for ensuring that all calls, messages, or outreach activities conducted using the Clearflo AI Software comply with all applicable laws and regulations, including but not limited to:

• • Federal and provincial/state Do Not Call (DNC) registries
• • Telemarketing laws and consumer protection laws (e.g., the Telephone Consumer Protection Act (TCPA) in the U.S., CASL in Canada)
• • Anti-spam regulations
• • Any applicable consent or disclosure requirements

Clearflo AI does not provide legal advice or verification of compliance and shall not be liable for any fines, damages, regulatory actions, or claims arising out of or related to Customer's outreach activities. Customer bears full responsibility for maintaining compliance with all applicable laws when using the software for outbound communications.

Schedule A – Definitions

The following definitions have the meanings set out below: