This Agreement is entered into by and between ProfitSocket, Inc. ("ProfitSocket") and the customer who purchased the ProfitSocket Services ("Subscriber") (collectively the "Parties") as set forth in one or more Sales Orders that incorporate this Agreement by reference.

If Subscriber is a natural person, Subscriber affirms that it is either more than 18 years of age or has reached the age of legal majority in Subscriber's jurisdiction of residence, and, if Subscriber is a legal entity, that the natural person entering into the Agreement possesses the requisite authority to do so. Subscriber further represents that it is not a competitor of ProfitSocket nor does it represent, directly or indirectly, a competitor of ProfitSocket.

1. DEFINITIONS

"Agreement" means this Subscription Agreement together with any and all Sales Orders and other documents incorporated by reference therein.

"Authorized User" means an individual authorized by Subscriber and ProfitSocket to access the ProfitSocket Services, including employees, agents, and third parties with whom Subscriber transacts business.

"Confidential Information" means all information, whether oral, written, or electronic, that could reasonably be understood to be confidential given the nature of the information or circumstances of the disclosure, including but not limited to: software, hardware, source code, API data files, documentation, specifications, databases, system design, development methods, business and marketing information and plans, trade secrets, intellectual property, ideas, inventions, processes, know-how, financials, product plans, designs, technical data, formulae, analyses, equipment, product road maps, prototypes, customer lists, business processes, and any other confidential data or information disclosed. ProfitSocket regards its source and object code, processes, algorithms, methods, related know-how, residual knowledge, documentation, modifications, enhancements, new versions or derivative works, and all related intellectual property rights as ProfitSocket Confidential Information. Confidential Information excludes information which (i) is or becomes public domain without breach of any obligation of confidentiality; (ii) was known to the Receiving Party prior to disclosure without any obligation of confidentiality; (iii) is received from a third party without any obligation of confidentiality; (iv) is disclosed after written approval of the Disclosing Party; or (v) was independently developed by the Receiving Party without recourse to the Disclosing Party's Confidential Information.

"Data" means all of Subscriber's and Authorized Users' data and information, in any form or media, (i) submitted to ProfitSocket by or on behalf of Subscriber or Authorized Users (including within Uploaded Data Files), (ii) generated by the ProfitSocket Services in response to such data, or (iii) captured by the ProfitSocket Service regarding data or information supplied by Subscriber or Authorized Users.

"Documentation" means user documentation in all forms relating to the ProfitSocket Services (e.g., user manuals, online help files).

"ProfitSocket End User Terms of Service" means the terms of service that Authorized Users must agree to as a condition of access to the ProfitSocket Service, as updated from time to time.

"ProfitSocket Service(s)" means the online, cloud-based platforms and other subscription products and/or services provided by ProfitSocket, as identified in a Sales Order and made available on a software-as-a-service basis, all as modified from time to time in ProfitSocket's discretion.

"Intellectual Property Rights" means, on a worldwide basis, any and all rights, title, and interest in or relating to intellectual property, including: (i) rights associated with works of authorship, copyrights, software, databases, and data collections; (ii) trademarks, service marks, logos, trade dress, and trade names (whether or not registered); (iii) rights relating to know-how or trade secrets; (iv) patents, designs, algorithms, and other industrial proprietary rights; and (v) any other intellectual or industrial property rights, whether now or hereafter existing.

"Sales Order" means the ordering documents for purchases of any subscription or Services from ProfitSocket.

"Term" means the applicable subscription term set forth in the Sales Order.

"Uploaded Data Files" means any data files uploaded into the ProfitSocket Service by Subscriber or an Authorized User for processing.

2. USE OF THE PROFITSOCKET SERVICE

2.1 Subscription Grant

Subject to the terms and conditions of this Agreement, ProfitSocket hereby grants to Subscriber a limited, non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable right, during the Term, to permit Subscriber's Authorized Users to (a) access and use the ProfitSocket Services; and (b) use the Documentation in support of such permitted use, in each case, solely for the internal business use of Subscriber. Subscriber may delegate one (1) Authorized User per ProfitSocket License identified in the applicable Sales Order.

2.2 Subscription

Subscriber acknowledges that its and its Authorized Users' use of the ProfitSocket Service is subject to the terms of this Agreement, and that Authorized Users' right to access and use the ProfitSocket Service is conditioned on their compliance with the ProfitSocket End User Terms of Service. No additional rights are granted herein. Subscriber shall be solely responsible for any breaches of this Agreement by any Authorized Users to whom Subscriber provides access. In the event ProfitSocket reasonably believes that licenses are being shared by more than one Authorized User per license, ProfitSocket will require Subscriber to purchase additional licenses.

2.3 Subscription Restrictions

Subscriber agrees that its right to use and access the ProfitSocket Services is subject to the following restrictions. Subscriber may not:

• make any part of the ProfitSocket Services or Subscriber's logon credentials accessible to anyone other than Authorized Users;

• attempt to reverse engineer, decompile, disassemble, or extract any element of and/or otherwise discover any source code, algorithms, methods, or techniques embodied in the ProfitSocket Service, except to the extent expressly permitted by applicable law;

• modify, adapt, transfer, translate, assign, pledge, rent, lease, loan, sell, resell, or create derivative works based on the ProfitSocket Service or any related user interfaces;

• attempt to access, upload, distribute, or make available any proprietary and/or confidential Uploaded Data Files, the ProfitSocket Services, or related systems or networks, unless Subscriber has sufficient rights and authorization to do so;

• engage in any OEM, SaaS (or service bureau), time-sharing, outsourcing, application service provider, reseller, or other distribution arrangements in connection with the ProfitSocket Services;

• imply that the ProfitSocket Service was developed, owned by, or proprietary to Subscriber or any other third party, including hiding, tampering with, or removing any ProfitSocket proprietary markings or legends;

• use the ProfitSocket Service in a manner that adversely affects the operation of ProfitSocket's servers or other systems, including introducing viruses or similar code;

• use the ProfitSocket Service to upload, create, access, display, manipulate, store, or distribute any Data that misappropriates or infringes the intellectual property or privacy rights of any third party;

• use or access the ProfitSocket Service in order to (i) build a competitive product or service, or (ii) copy any features, functions, or graphics of the ProfitSocket Services;

• use the ProfitSocket Services if Subscriber or any of its Authorized Users is directly or indirectly a competitor of ProfitSocket; or

• otherwise use the ProfitSocket Service in violation of this Agreement, the Documentation, or applicable law.

3. SUBSCRIBER'S OBLIGATIONS

3.1 Implementation

Subscriber shall provide a primary and secondary point of contact (the "ProfitSocket Administrator") to coordinate communication and make decisions during the implementation process. ProfitSocket's completion of implementation is dependent upon Subscriber's timely and effective cooperation. Subscriber understands and acknowledges: (i) that its failure to engage in good faith best efforts shall relieve ProfitSocket of its obligations to implement within any specified period of time; (ii) that timely and responsive communication is expected and relied upon by ProfitSocket; and (iii) ProfitSocket cannot complete a successful and timely implementation absent Subscriber's good faith cooperation.

3.2 Technical Requirements

Subscriber acknowledges that to use the ProfitSocket Service, each Authorized User will need a personal computing device with Internet access and compatible software, including a supported web browser. Subscriber shall be fully responsible for obtaining such devices at its own cost. The ProfitSocket Services may include certain open-source software components; it is Subscriber's responsibility to comply with all applicable third-party terms. ProfitSocket recommends using the Google Chrome web browser with all current updates installed; if other browsers are used, they must support HTTP/2 and TLS 1.2 or 1.3.

3.3 Right to Audit

Subscriber agrees to keep records sufficient to demonstrate compliance with this Agreement. ProfitSocket may, upon reasonable advance written notice, audit Subscriber's use of the ProfitSocket Service. If an audit reveals that Subscriber has used the Service beyond the scope of this Agreement or has failed to pay associated fees, Subscriber shall cure such breach within thirty (30) days of written notice. In the event an audit reveals underpayment of more than five percent (5%) of amounts due, or that Subscriber has knowingly breached any material obligation, Subscriber shall also reimburse ProfitSocket the cost of the audit.

4. DATA PROTECTION AND PRIVACY

4.1 Data Protection Agreement

To the extent Subscriber Data includes personal information or personal data as defined under applicable privacy or data protection laws ("Personal Information"), additional obligations apply as set forth in any applicable Data Protection Agreement between the parties, incorporated herein by reference.

4.2 Protection of Subscriber's Data

ProfitSocket will use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for the security, confidentiality, and integrity of Subscriber's Data. ProfitSocket will not access, use, or disclose Subscriber's Data except to provide the ProfitSocket Service and prevent or address service or technical problems, or at Subscriber's request in connection with customer support.

4.3 Security

Subscriber agrees not to attempt to, or encourage or assist any other person to, circumvent or modify any security technologies included as part of the ProfitSocket Service. Each Authorized User is solely responsible for maintaining the confidentiality of his or her logon credentials and for all activities that occur through the use of such credentials.

5. TERM AND TERMINATION

5.1 Term of Agreement

This Agreement shall remain in effect for the Term specified in Subscriber's Sales Order unless terminated sooner in accordance with this Agreement. The initial obligated term is twelve (12) months from the effective date. Following the initial 12-month term, all subscriptions shall automatically renew month-to-month unless either party provides thirty (30) days' prior written notice of intent not to renew prior to the end of the then-current Term. Failure by Subscriber to comply with any terms of this Agreement shall not delay or modify the Term or any of Subscriber's payment obligations hereunder.

5.2 Termination

In the event ProfitSocket reasonably suspects that illegal activity is occurring, or reasonably believes that a material security risk has or will occur, ProfitSocket reserves the right, without prior notice and without liability for resulting consequential damages, to terminate Subscriber's access to the ProfitSocket Services. Either party may terminate this Agreement immediately upon written notice if the other party commits a non-remediable breach, or if the other party fails to cure a remediable breach within ninety (90) days after written notice, except that non-payment of fees must be cured within ten (10) days after written notice.

5.3 Effects of Termination

Upon termination, all subscriptions granted to Subscriber hereunder shall terminate and all Authorized Users shall immediately cease all use of the ProfitSocket Service. Any early termination does not cancel, suspend, or terminate the obligation to pay fees for the remainder of the Term, and all fees paid in advance are non-refundable. ProfitSocket shall have no obligation to retain any Uploaded Data Files more than thirty (30) days after termination or expiration.

5.4 Uploaded Data Files Upon Termination

Within twenty (20) days following the date of termination or expiration, Subscriber shall notify ProfitSocket, in writing, whether it would like the Uploaded Data Files: (i) destroyed; or (ii) returned to Subscriber in a mutually agreed-upon format. Subscriber shall be solely responsible for all costs associated with such return. Upon written request, ProfitSocket will provide written certification of deletion/destruction of Uploaded Data Files. ProfitSocket shall be permitted to retain copies for archival, legal, and/or regulatory purposes and may continue to use data from Uploaded Data Files as Anonymized Data as defined in Section 7.2.

5.5 Surviving Provisions

Sections 2.3, 3.3, 4, 6, 7, 8, 9, and 10 of this Agreement and any applicable Sales Order payment provisions will survive any termination of this Agreement.

6. PRICING AND PAYMENT

All prices and payment terms are set forth in the applicable Sales Order and are to be regarded as Confidential Information of ProfitSocket, not to be disclosed to any third party without the express written consent of ProfitSocket.

7. CONFIDENTIALITY; DATA USE AND MONETIZATION

7.1 Confidentiality Obligations

During the term of this Agreement, neither party shall (i) disclose to any unaffiliated third party any Confidential Information; or (ii) use the Confidential Information for any purpose other than as indicated in this Agreement without the Disclosing Party's prior written approval. The Receiving Party agrees to maintain confidentiality using the same degree of care it uses to protect its own confidential information (but in no event less than a reasonable degree of care), to notify the Disclosing Party promptly of any unauthorized disclosure, and to assist in remedying any such disclosure. Nothing in this Agreement shall restrict the parties from disclosing Confidential Information as required by law or court order, provided the party required to make such disclosure shall timely inform the other party and use all reasonable efforts to limit such disclosure.

7.2 Anonymized Data: Aggregation, Use, and Monetization

ProfitSocket does not claim any ownership rights to any Uploaded Data Files, which are and shall remain the sole and exclusive property of Subscriber or Authorized Users, as applicable.

Notwithstanding the foregoing, Subscriber expressly acknowledges and agrees that ProfitSocket shall have the perpetual, irrevocable right to collect, access, analyze, aggregate, and use Subscriber's Data and other information relating to the provision, use, and performance of the ProfitSocket Service for the purposes described in this Section 7.2.

ProfitSocket may create "Anonymized Data" by stripping, generalizing, or otherwise transforming Subscriber's Data such that no individual, dental practice, patient, or other identifiable entity can reasonably be identified from the resulting data. Anonymization will be performed using industry-standard techniques sufficient to prevent re-identification. ProfitSocket will not attempt to re-identify any Anonymized Data.

ProfitSocket may freely, without restriction, and without compensation to Subscriber: (i) use Anonymized Data to improve and enhance the ProfitSocket Service and other ProfitSocket technologies; (ii) use Anonymized Data for benchmarking, analytics, research, and product development; (iii) share, license, sell, and otherwise commercialize Anonymized Data to third parties for any lawful purpose, including providing industry benchmarks, financial analytics, and business intelligence products and services; and (iv) incorporate Anonymized Data into aggregated datasets and derived works. Anonymized Data is not Subscriber's Confidential Information, and Subscriber has no rights in or to Anonymized Data or any revenues derived therefrom. Subscriber represents and warrants that it has the right to grant ProfitSocket the rights described in this Section 7.2.

7.3 Subcontractors

ProfitSocket may contract with third parties or subcontractors to perform its obligations under this Agreement, including marketing assistance, hosting, backup and recovery services, customer service, implementation, data migration, and data analysis. ProfitSocket shall have the right to disclose Subscriber's Confidential Information to such third parties solely in connection with their performance of services on ProfitSocket's behalf, and will require such parties to maintain confidentiality. ProfitSocket will remain primarily liable to Subscriber for the performance of such subcontractors, except with respect to any third party with whom Subscriber directly contracts.

7.4 Equitable Relief

The parties agree that unauthorized use or disclosure of Confidential Information would be a material breach of this Agreement and may cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive or other equitable relief without the necessity of posting any bond.

7.5 Duration of Confidentiality Obligations

The provisions of this Section 7 shall survive for seven (7) years after termination of this Agreement, except that obligations with respect to any Confidential Information that constitutes a trade secret under applicable law shall continue for so long as such information qualifies for trade secret protection.

7.6 Feedback and Customer Lists

If Subscriber elects to provide any feedback or comments to ProfitSocket related to the ProfitSocket Service ("Feedback"), all such Feedback shall be the sole and exclusive property of ProfitSocket, and ProfitSocket shall have the right to use and disclose such Feedback in any manner and for any purpose without remuneration or attribution to Subscriber. ProfitSocket may display Subscriber's name and logo on its website and related marketing assets as a customer of the ProfitSocket Service, and may use and publish Subscriber's testimonials and Feedback in publications, presentations, and marketing assets.

8. OWNERSHIP

8.1 ProfitSocket Ownership

As between ProfitSocket and Subscriber, ProfitSocket retains all rights, title, and interest (including all Intellectual Property Rights) in and to the ProfitSocket Service and all equipment, infrastructure, websites, materials, or deliverables provided to Subscriber by ProfitSocket, including any updates thereof, any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from its performance, and any Feedback submitted by Subscriber. Subscriber does not acquire any rights, express or implied, in the ProfitSocket Service other than those expressly granted under this Agreement.

9. LIMITED WARRANTY; LIMITATION OF LIABILITY

9.1 Limited Warranty

During the Term, ProfitSocket warrants that the ProfitSocket Service will function in substantial accordance with its written specifications and Documentation. In the event of a material breach of this warranty, ProfitSocket agrees to use commercially reasonable efforts to remedy the issue. If ProfitSocket notifies Subscriber that it is unable to remedy any material breach, either party shall have the right to terminate the affected service and, upon such termination, ProfitSocket will refund to Subscriber a pro rata portion of any prepaid fees based on the remaining unused portion of the Term. Subscriber's sole and exclusive remedy for any breach of this warranty shall be as provided in this Section 9.1.

9.2 Disclaimer

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROFITSOCKET SERVICE IS PROVIDED "AS IS", "AS-AVAILABLE", WITH ALL FAULTS, AND PROFITSOCKET MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SUBSCRIBER'S USE OF THE PROFITSOCKET SERVICE IS ENTIRELY AT SUBSCRIBER'S OWN RISK.

9.3 Limitation of Liability

EXCEPT TO THE EXTENT THE FOLLOWING LIMITATION OF LIABILITY IS PROHIBITED BY LAW, PROFITSOCKET'S AND ITS EMPLOYEES', OFFICERS', DIRECTORS', STOCKHOLDERS', AGENTS', SUCCESSORS', ASSIGNS', AFFILIATES', CONSULTANTS' AND SUPPLIERS' (COLLECTIVELY, THE "PROFITSOCKET ENTITIES") TOTAL LIABILITY TO SUBSCRIBER SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY SUBSCRIBER UP TO A MAXIMUM AMOUNT OF THE FEES PAID BY SUBSCRIBER TO PROFITSOCKET IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NO CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY SUBSCRIBER MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED. NO PROFITSOCKET ENTITY NOR ANY OF ITS LICENSORS SHALL BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, EVEN IF PROFITSOCKET HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. THE ALLOCATION OF RISK HEREIN IS AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES.

9.4 Third-Party Services

As part of the ProfitSocket Services, ProfitSocket may offer links to or include within such services certain software, services, or information by or from other third parties ("Third-Party Services"). Such Third-Party Services are provided "as is" and Subscriber's use thereof is subject to the applicable third-party license terms. ProfitSocket is not liable or responsible for any acts or omissions by these Third-Party Services and makes no representations, warranties, recommendations, endorsements, or approvals with regard thereto.

10. INDEMNITY

10.1 Subscriber's Indemnity Obligations

Subscriber agrees to indemnify, defend, and hold harmless ProfitSocket and its officers, directors, employees, stockholders, agents, representatives, successors, and assigns from and against any and all losses, claims, costs, demands, damages, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, liabilities, or expenses of whatever kind, including reasonable attorneys' fees and costs ("Losses") arising from any third-party suits, actions, claims, or proceedings ("Claims"): (i) alleging that the content and/or Data (including Personal Information) infringes or misappropriates a third party's intellectual property, privacy, or other rights; (ii) resulting from Subscriber's or its Authorized Users' use of the ProfitSocket Service; (iii) resulting from Subscriber's or its Authorized Users', employees', or agents' breach of or failure to comply with any term, condition, representation, or covenant under this Agreement; or (iv) any failure by Subscriber or its employees, agents, or Authorized Users to comply with any applicable federal, state, or local laws, regulations, or codes.

10.2 ProfitSocket's Indemnity Obligations

ProfitSocket agrees to indemnify and defend Subscriber from and against any Claim initiated by a third party alleging that Subscriber's use of the ProfitSocket Service in accordance with the terms of this Agreement infringes any United States patents of which ProfitSocket is aware, any copyrights of any third party, or trade secret rights; provided, however, that ProfitSocket shall not be obligated to indemnify Subscriber from any Claim arising from: (i) any matter for which Subscriber is obligated to indemnify ProfitSocket pursuant to Section 10.1; (ii) use of the ProfitSocket Service with any other software or service not provided by ProfitSocket if, but for such combination, the use would not have been infringing; or (iii) use of the ProfitSocket Service under a Trial/Evaluation Subscription. Subscriber must provide ProfitSocket with prompt notice of any such Claim and must provide ProfitSocket sole control and authority over the defense and/or settlement of the Claim.

10.3 Exclusive Remedy

This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section 10.

11. GENERAL TERMS

11.1 Governing Law; Dispute Resolution

This Agreement and all matters arising out of or relating to this Agreement shall be governed by the internal laws of the State of Utah. Each party hereby irrevocably consents to the mandatory and exclusive personal jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief, or the right of ProfitSocket to enforce its right to collect amounts due, any claim or controversy arising out of or relating to this Agreement shall be finally and exclusively settled by binding arbitration in Salt Lake City, Utah, before one arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall apply the substantive law of the State of Utah. The prevailing party shall be entitled to recover from the other party all attorneys' fees and costs incurred.

11.2 Pre-Arbitration Dispute Resolution

For all disputes, Subscriber must first give ProfitSocket an opportunity to resolve the claim by sending a written description of the claim ("Notice of Dispute") to legal@ProfitSocket.com. The Notice of Dispute must include Subscriber's name and contact information, account number, a description of the problem with relevant supporting information, and a good faith calculation of damages. The parties agree to negotiate in good faith for thirty (30) days following receipt of the Notice of Dispute. If unable to resolve the dispute, the parties agree to mediate before proceeding to arbitration.

11.3 Class Action Waiver

THE PARTIES AGREE THAT ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERNING THIS AGREEMENT, INCLUDING ANY BILLING DISPUTES, WILL BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND NOT AS A CLASS ACTION. THE ARBITRATOR MUST FOLLOW THIS AGREEMENT AND CAN AWARD, ON AN INDIVIDUAL BASIS, THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS' FEES).

11.4 Severability and Waiver

If any provision of this Agreement is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed severed and deleted, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach will not constitute a waiver of any other or subsequent default or breach.

11.5 Assignment

Subscriber may not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any rights or obligations hereunder without the prior written consent of ProfitSocket. Any purported assignment, transfer, or delegation by Subscriber without such consent shall be null and void. ProfitSocket shall have the right to assign this Agreement without Subscriber's consent. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

11.6 Notice

Any notice in connection with this Agreement shall be given in writing and must be: (i) hand delivered; (ii) sent via first class registered mail, postage prepaid; (iii) sent by an internationally recognized overnight air courier; or (iv) sent by electronic mail. Notices to Subscriber shall be sent to the address or email provided by Subscriber in the Sales Order. Notices to ProfitSocket shall be sent to 1260 Stringham Ave., Suite 600, Salt Lake City, Utah 84106, Attn: Legal Department, or to legal@ProfitSocket.com.

11.7 Injunctive Relief

Subscriber acknowledges and agrees that a breach or threatened breach of any covenant contained in this Agreement would cause irreparable injury and that money damages would be an inadequate remedy. ProfitSocket shall be entitled to temporary and permanent injunctive relief without the posting of any bond or other security.

11.8 Independent Contractor

ProfitSocket's relationship with Subscriber will be that of an independent contractor. Neither party is the agent, representative, nor partner of the other, and neither party has any authority to bind or contract in the name of or create any liability against the other.

11.9 Modifications

ProfitSocket may modify this Agreement from time to time by updating the "Last Updated" date at the bottom of this Agreement. Subscriber's continued access or use of the ProfitSocket Services after modifications have become effective will be deemed Subscriber's acceptance of the modified Agreement.

11.10 Entire Agreement

This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and understandings between the Parties. In the event of any conflict between this Agreement and the ProfitSocket End User Terms of Service, the terms of this Agreement shall control.

Last Updated: May 2026