Platform Subscription Agreement

THE FOLLOWING TRANZTEC SOLUTIONS, INC (“TRANZTEC”) PLATFORM SUBSCRIPTION AGREEMENT WILL BE LEGALLY BINDING ON THE CUSTOMER UPON EXECUTION OF AN APPLICABLE SUBCRIPTION ORDER FORM (“ORDER FORM”). CUSTOMER SHOULD CAREFULLY READ THE FOLLOWING TRANZTEC SUBSCRIPTION AGREEMENT BEFORE EXECUTING THE APPLICABLE ORDER FORM.

1. DEFINITIONS “Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer's behalf. Each Administrator User must complete training as reasonably required by Tranztec. “Customer Content” means all data and materials provided by Customer to Tranztec for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics. “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Tranztec to Customer regarding the use or operation of the SaaS Services. “Host” means the computer equipment on which the Software is installed, which is owned and operated by Tranztec or its subcontractors. “Maintenance Services” means the support and maintenance services provided by Tranztec to Customer pursuant to this Subscription Agreement and Exhibit B. “Order Form” means the Order Form to which this Subscription Agreement is attached, as well as any additional or subsequent Order Form by and between the parties and Customer (or any affiliate of Customer). “Other Services” means all technical and non-technical services performed or delivered by Tranztec under this Subscription Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be under a separate Order Form and mutually agreed to by the parties. No Other Services will be considered work-for-hire basis. “Software” means the object code version of any software (including any application programming interface) to which Customer is provided access as part of the Service, including any updates or new versions thereof. “SaaS Services” refer to the specific Tranztec's internet-accessible service identified in a Schedule that provides use of Tranztec's Platform Software that is hosted by Tranztec or its services provider and made available to Customer over a network on a term-use basis. “Subscription Term” shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through Tranztec's SaaS Services. The Subscription Term shall renew for successive periods as defined in the sales order unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.

2. SAAS SERVICES 2.1 During the Subscription Term, Customer has a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for Customer's internal business operations subject to the terms of this Subscription Agreement. 2.2 Customer acknowledges that this Subscription Agreement is a services agreement and Customer has not right to copies of the Software to Customer as part of the SaaS Services.

3. RESTRICTIONS 3.1 Use Restrictions. Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Customer and its users may not use the Services to post, transmit, convey, submit, distribute, store or destroy any Posted Information in violation of applicable law, in a manner that infringes intellectual property rights, that is defamatory or obscene, that contains malicious code, that is false or misleading, that is inappropriate or pornographic, or in violation of any acceptable use policy. Customer and its users may not violate or attempt to violate the security of any portion of the Services, and may not provide false information or seek to obtain a user name or password for purposes of competing with the Company or for any purpose other than the Services' intended use. Subject to the limited licenses granted herein, Tranztec owns all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Subscription Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer assigns all right, title and interest it may have in the foregoing to Tranztec. 3.2 Monitoring. Tranztec may monitor use of the Software to ensure quality, improve its products and services, and verify compliance with this Subscription Agreement. Customer may not interfere with this monitoring. Tranztec may use any technical means to monitor use of the Software and to overcome such interference, and without limiting Tranztec's other remedies, Tranztec may suspend use of the Software without notice if Tranztec reasonably believes Customer or any of its users is breaching this Subscription Agreement.

4. CUSTOMER RESPONSIBILITIES 4.1 Assistance. Customer shall provide commercially reasonable information and assistance to Tranztec to enable Tranztec to deliver the SaaS Services. Upon request from Tranztec, Customer shall promptly deliver Customer Content to Tranztec in an electronic file format specified and accessible by Tranztec. 4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. 4.3 Unauthorized Use; False Information. Customer shall notify Tranztec immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, report and use reasonable efforts to stop any unauthorized use of the SaaS Services, and not provide false identity information to gain access to or use the SaaS Services. 4.4 Administrator Access. Customer is responsible for the acts and omissions of its users. Tranztec shall not be liable for any loss of data or functionality caused directly or indirectly by Customer's users. 4.5 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not infringe third-party rights or contain anything obscene, defamatory, harassing, offensive or malicious. 4.6 License from Customer. Customer grants to Tranztec, throughout the term of this Subscription Agreement, a non-exclusive and non-transferable license to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer. 4.7 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Tranztec or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under this Subscription Agreement. 4.8 Suggestions. Customer grants Tranztec a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the SaaS Services.

5. ORDERS AND PAYMENT 5.1 Orders. All services acquired by Customer shall be governed exclusively by this Subscription Agreement and the applicable Order Form. In the event of a conflict, the terms of the Order Form shall take precedence. 5.2 Invoicing and Payment. Unless otherwise provided in the Schedule, Tranztec shall invoice Customer for all fees on the Order Form effective date. Customer shall pay all undisputed invoices within the payment terms on the Order Form. Except as expressly provided otherwise, fees are non-refundable and stated in United States Dollars. All amounts overdue to Tranztec, except amounts disputed in good faith, will bear interest at 1.5% per month or, if less, the highest lawful rate. 5.3 Expenses. Customer will reimburse Tranztec for reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services, subject to Customer's reasonable travel and expense policy if made available in advance. 5.4 Taxes. Tranztec shall bill Customer for applicable taxes as a separate line item on each invoice. Customer is solely responsible for sales, use, and value-added taxes; Customer is not liable for taxes based on Tranztec's net income, capital, or corporate franchise.

6. TERM AND TERMINATION 6.1 Term of Subscription Agreement. The term begins on the Effective Date of the Order Form and continues for the term specified therein, automatically renewing unless either party provides notice of termination thirty (30) days prior to the end of the term. 6.2 Termination. Either party may terminate this Subscription Agreement immediately upon a material breach by the other party not cured within thirty (30) days after notice of such breach. 6.3 Suspension for Non-Payment. Tranztec may suspend delivery of the SaaS Services if Customer fails to timely pay amounts due (excluding good-faith disputed amounts) after notice and a fifteen (15) day cure period. Suspension does not release Customer's payment obligations. 6.4 Suspension for Ongoing Harm. Tranztec may suspend delivery of the SaaS Services if it reasonably concludes that Customer's or a user's use is causing immediate and ongoing harm, with immediate notice to Customer and a good-faith attempt to resolve the issue. 6.5 Effect of Termination. Upon termination or expiration, Tranztec shall immediately cease providing the SaaS Services and all usage rights terminate. If Tranztec terminates due to Customer's breach, Customer shall immediately pay all amounts then due and to become due during the remaining term. If Customer terminates due to Tranztec's breach, Tranztec shall repay pre-paid amounts for unperformed SaaS Services, or Tranztec is entitled to payment for services rendered through the termination date if not pre-paid. Upon termination and written request, the receiving party of tangible Confidential Information shall return or destroy it and certify such destruction, except that legal counsel may retain one archival copy in the event of a subsequent dispute.

7. SERVICE LEVEL AGREEMENT The Service Level Subscription Agreement (“SLA”) for the SaaS Services is set forth in Exhibit B hereto. The SLA sets forth Customer's sole remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLA.

8. LIMITED WARRANTY 8.1 Warranty. Tranztec represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Customer's exclusive remedy shall be as provided in Section 6, Term and Termination. 8.2 Tranztec warrants that the SaaS Services will perform in all material respects in accordance with the Documentation. Tranztec does not guarantee that the SaaS Services will be performed error-free or uninterrupted, or that Tranztec will correct all SaaS Services errors. Customer acknowledges that Tranztec does not control the transfer of data over communications facilities, including the internet, and that the SaaS Service may be subject to limitations, delays, interception, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by Tranztec (express or implied) with respect to the subject matter of this Subscription Agreement. Neither Tranztec nor any of its licensors or other suppliers warrant or guarantee that the operation of the Subscription Service will be uninterrupted, virus-free or error-free, nor shall Tranztec or any of its service providers be liable for unauthorized alteration, theft or destruction of Customer's or any user's data, files, or programs.

9. LIMITATIONS OF LIABILITY Neither party (nor any licensor or other supplier of Tranztec) shall be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by either party or any third party in connection with this Subscription Agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other party has been advised of the possibility of such damages. Neither party's aggregate liability for damages under this Subscription Agreement, regardless of the nature of the claim (including negligence), shall exceed the fees actually paid by Customer under this Subscription Agreement during the 12 months preceding the date the claim arose. The foregoing limitations shall not apply to the parties' obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.

10. INDEMNIFICATION 10.1 Indemnification by Tranztec. If a third party makes a claim against Customer that the SaaS Services infringe any patent, copyright or trademark, or misappropriate any trade secret, Tranztec shall defend Customer against the claim at Tranztec's expense and pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded or agreed to in a signed settlement, to the extent arising from the claim. Tranztec shall have no liability for any claim based on the Customer Content, unauthorized modification of the SaaS Services, or use other than in accordance with the Documentation and this Subscription Agreement. Tranztec may, at its sole option and expense, procure continued use rights for Customer, modify the SaaS Services without materially impairing functionality, or terminate the Subscription Term and repay amounts paid for the terminated term. 10.2 Indemnification by Customer. If a third party makes a claim against Tranztec that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Tranztec against the claim at Customer's expense and pay all losses, damages and expenses finally awarded or agreed to in a signed settlement. 10.3 Conditions for Indemnification. A party seeking indemnification shall promptly notify the other party, give the other party sole control of the defense and settlement, and provide reasonably requested assistance and information at the other party's expense.

11. CONFIDENTIALITY 11.1 Definition. “Confidential Information” means information disclosed by a party that is marked confidential, identified as confidential at the time of disclosure, deemed confidential by the terms of this Subscription Agreement, or that reasonably appears confidential given the circumstances. Customer Content is deemed Confidential Information of Customer; Tranztec software and Documentation are deemed Confidential Information of Tranztec. 11.2 Confidentiality. During the term and for 5 years thereafter (perpetually for software), each party shall treat the other's Confidential Information as confidential, use it only to exercise its rights and perform its obligations, and not disclose it to third parties except contractors bound by confidentiality obligations, using at least a reasonable degree of care. 11.3 Exceptions. Confidential Information excludes information that is or becomes publicly known through no fault of the receiving party, was already known to the receiving party without restriction, or is independently developed without use of the Confidential Information. Disclosure required by law or court order is permitted, with notice to the disclosing party where possible so it may seek a protective order. Each party may disclose the existence of this Subscription Agreement, but its specific terms are Confidential Information, disclosable to those with a need to know under a duty of confidentiality (accountants, lawyers, bankers, investors).

12. GENERAL PROVISIONS 12.1 Non-Exclusive Service. The SaaS Services are provided on a non-exclusive basis; nothing prevents Tranztec from providing the SaaS Services or related technology to other parties. 12.2 Tranztec Personal Data Obligations. Tranztec will comply with its Privacy Policy in performing the SaaS Services, which may change at Tranztec's discretion but will not materially reduce protection for Customer data during a paid service period. Tranztec reserves the right to provide the SaaS Services from Host locations worldwide and/or through subcontractors. Customer retains sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of, and ownership of, all Customer data. 12.3 Assignment. Neither party may assign this Subscription Agreement without the other's consent (not to be unreasonably withheld), except to an acquirer of substantially all of the assigning party's relevant business. This Subscription Agreement binds the parties' successors and permitted assigns. Either party may use subcontractors without being relieved of its obligations. 12.4 Notices. Notices shall be in writing and deemed given five business days after mailing by registered/certified U.S. mail, when transmitted by facsimile (with a confirming copy by another means), when delivered personally or by courier, or when transmitted by email unless rejected by the recipient's server. 12.5 Force Majeure. Each party is excused from performance to the extent prevented by causes beyond its reasonable control, including acts of God, strikes, riots, terrorism, war, epidemics, communication line failures, and power failures. 12.6 Waiver. No waiver is effective unless in writing and signed by the waiving party; waiver of one breach does not waive any other or subsequent breach. 12.7 Severability. If any term is held invalid or unenforceable, it shall be reformed to achieve as nearly as possible the same effect, and the remainder of this Subscription Agreement remains in full force. 12.8 Entire Subscription Agreement. This Subscription Agreement (including all Order Forms and exhibits) contains the entire agreement and supersedes all prior communications; it may be amended only in a signed writing. Standard or printed purchase-order terms are rejected and void unless specifically accepted in writing. 12.9 Survival. Sections 3, 6, and 9 through 12 survive expiration or termination for any reason. 12.10 Publicity. Tranztec may include Customer's name and logo in its customer lists and website, and may issue a high-level press release announcing the relationship, coordinating with Customer's communications personnel to secure approval if necessary. 12.11 Export Regulations. Export laws and regulations of the United States and other relevant jurisdictions apply to the SaaS Services; Customer agrees to comply and not export any resulting data, software, or materials in violation of such laws. 12.12 No Third Party Beneficiaries. This Subscription Agreement confers no rights on any person or entity other than the parties. 12.13 Independent Contractor. The parties are independent contractors; neither is responsible for the acts or omissions of the other's personnel except as provided herein. 12.14 Statistical Information. Tranztec may anonymously compile statistical information related to Service performance to improve the SaaS service, provided it does not identify Customer's data or name. 12.15 Governing Law; Exclusive Jurisdiction. This Subscription Agreement is governed by the laws of the State of Ohio, excluding conflict-of-law principles and the UN Convention on Contracts for the International Sale of Goods; the parties agree to the exclusive jurisdiction of the federal and state courts of Ohio. 12.16 Compliance with Laws. Tranztec shall comply with all applicable local, state, national and foreign laws in delivering the SaaS Services, including data privacy and communications laws. 12.17 Dispute Resolution. If a dispute arises, the parties agree to hold a meeting within fifteen (15) days of a written request, attended by individuals with decision-making authority, to attempt in good faith to negotiate a resolution before pursuing other remedies. If unresolved within 15 days after that meeting, either party may pursue any lawful remedy.

EXHIBIT A — Support and Maintenance Services 1. Support and Maintenance Services. Support and Maintenance Services are included in the SaaS Service subscription and entitle Customer to: telephone or electronic support to help locate and correct Software problems; bug fixes and code corrections to bring the Software into substantial conformity with its operating specifications; all extensions, enhancements, and other changes Tranztec furnishes without charge to all other Subscribers; and up to five (5) dedicated contacts designated by Customer with access to support services.

2. Response and Resolution Goals. “Business hours” means 8am–5pm EST, Monday through Friday, except holidays. Severity 1 (production system significantly impacted, preventing a business function from executing): Tranztec will respond within 2 business hours; support personnel begin continuous work upon confirmation of receipt, with a customer resource available to assist, and will provide reasonable effort for a workaround or fix within 24 hours once the problem is reproducible. Severity 2 (production system or application moderately affected, no workaround or a cumbersome one): Tranztec will respond within 4 business hours and provide reasonable effort for a workaround or fix within 7 business days once reproducible. Severity 3 (non-critical issue, no data lost, system has not failed, a workaround may be available): Tranztec will respond within 8 business hours and provide reasonable effort for a workaround or fix within 10 business days once reproducible. Severity 4 (non-critical issues, general questions, enhancement requests, or functionality not matching documented specifications): Tranztec will respond within 24 business hours; resolution may appear in a future software release.

3. Accessing Support. In addition to online help in the Software (accessible via the “Help” tab, with function-specific help via the “?” option), the online support center (www.viaboards.com) is available 24×7 for self-service technical assistance, including downloading software updates and patches, logging and viewing tickets, viewing updates to supported platforms and hardware, and accessing product documentation, technical articles, and FAQs. The support email address is support@tranztec.com (or a customer-specific support email, if provided). The support phone number is 419-931-0070 or 1-888-854-0099.

EXHIBIT B — SERVICE LEVEL AGREEMENT The VIA® Platform will achieve System Availability (as defined below) of at least 99.5% during each calendar year of the Subscription Term. All other SaaS Services will achieve System Availability of at least 99% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that key components of the SaaS Services are operational as a percentage of total minutes in the year, excluding downtime from (a) scheduled maintenance, (b) Force Majeure events, (c) malicious attacks on the system, (d) issues with Customer's devices, local networks, or ISP connections, or (e) inability to deliver services due to acts or omissions of Customer or any user. Tranztec reserves the right to take the Service offline for scheduled maintenance with reasonable notice, and to change its maintenance window with prior notice. If Tranztec fails to meet System Availability in a year, upon Customer's written request within 30 days after year-end, Tranztec will issue a credit on Customer's next invoice equal to 1% of the yearly fee for the affected SaaS Services for each 1% loss of System Availability below the stated SLA, up to a maximum of the Customer's fee for the affected SaaS Services. If the yearly fee was pre-paid, Customer may elect to receive a credit toward a term extension instead. This is Customer's sole and exclusive remedy for interruption of SaaS Services and Tranztec's failure to meet System Availability.