Master Subscription Agreement (“Agreement”) governs your acquisition and use of Workforce Technologies Inc. dba OnTask.AI’s (“OnTask.AI”) services. By accepting this Agreement, either by clicking a box that indicates your acceptance or by executing an Order Form that references this Agreement, you (hereafter “Customer” or “you”) agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Affiliates to this Agreement. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Service. This Agreement is effective as of the date that it is signed. Customer and OnTask.AI hereby agree as follows:

1. DEFINITIONS

1.1. “Affiliate” means any entity that controls, whether directly or indirectly, is controlled by, or is under common control with the Customer entity signing this Agreement. “Control,” in this case, will mean direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. “Customer Data” means all data, electronic or otherwise, submitted by or on behalf of Customer to the Service.

1.3. “Documentation” means OnTask.AI’s end user documentation and user guides for the Service available online through use of the help feature of the Service, as may be updated by OnTask.AI from time to time, including without limitation the materials available at OnTask.AI.

1.4. “Non-OnTask.AI Application” means a web-based, mobile, offline, or other software application functionality that interoperates with a Service and is used by Customer or a third party.

1.5. “Order Form” means an ordering document that specifies the Service and Support Services purchased by Customer under this Agreement that is entered into by Customer (or any Affiliate) and OnTask.AI (or any Affiliate). Order Forms shall be subject solely to and incorporate by reference the terms of this Agreement. By entering into an Order Form, an Affiliate hereby agrees to be bound by the terms of this Agreement.

1.6. “Service” means the products and services purchased by Customer and provided by OnTask.AI, as specified in the corresponding Order Agreement. “Service” does not include Non-OnTask.AI Applications.

1.7. “Support Services” means the support services provided by OnTask.AI in accordance with OnTask.AI’s support practices as identified in the Order Agreement made generally available to its customers. In the event that the level of support is not specifically identified in the Order Agreement, Customer shall receive a “basic” level of support that is included in the Service.

1.8. “Term” has the meaning set forth in Section 11.1.

1.9. A “User” or “Users” means an individual(s) who are authorized by Customer to use the Service, for whom a subscription to the Service has been procured. Users may include, for example, Customer and Customer’s affiliates, employees, clients, consultants, contractors, external users, agents, and third parties with which Customer does business.

2. SERVICES

2.1. OnTask.AI’s Obligations. OnTask.AI shall make the Service available to Customer pursuant to this Agreement and all Order Forms during the Term, and grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to allow its Users to access and use the Service solely for Customer’s business purposes, in accordance with the Documentation. Customer agrees that its purchase of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any public comments, oral or written, made by OnTask.AI with respect to future functionality or features.

2.2. Customer’s Obligations. Customer is responsible for all activities conducted under its and its Users’ logins on the Service. Customer shall use the Service in compliance with applicable law and shall not: (i) copy, rent, pledge, lease, distribute, sell, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or make it available to anyone other than its Users; (ii) provide any Data and use Services, except specifically in accordance with OnTask.AI’s in compliance with OnTask.AI’s Privacy Policy and Acceptable Use Policy, (iii) send or store unlawful or infringing material in connection with the Service; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, agents, scripts, files, or programs to the Service; (v) attempt to gain access without authorization to, or disrupt the performance or integrity of, the Service or the data that it contains; (vi) modify, copy or create derivative works based on the Service, or any portion thereof; (vii) access the Service for the purpose of building a competitive product or service or copying its features or user interface.

Any breach of the terms set forth in this Agreement, Documentation or Order Forms, by Customer or Users that threaten the integrity, availability or security of the service, as determined by OnTask.AI, may result in the immediate suspension of the Service; however, OnTask.AI will use commercially reasonable efforts when possible to provide Customer with notice and an opportunity to remedy such violation or threat prior to the aforementioned suspension.

2.3. Customer Affiliates. Customer Affiliates may purchase and use Service subscription, subject to the terms of this Agreement by executing Order Forms or Statements of Work hereunder that incorporate by reference the terms of this Agreement, and in each case, all references in this Agreement to Customer shall be understood to refer to such Customer Affiliate for purposes of such Order Form or Statements of Work.

3. SECURITY AND SUPPORT

3.1. Security. OnTask.AI shall: (i) maintain industry standard technical, physical, and administrative safeguards to protect the confidentiality, security, and integrity of the Service, Customer Data and Confidential Information; and (ii) access and use the Customer Data solely to perform its obligations in accordance with the terms set forth in this Agreement, and as otherwise expressly permitted in this Agreement (“Security Program”). Such Security Program will conform with the OnTask.AI security protocols.

3.2. Support Services. During the Term, OnTask.AI shall provide Support Services to Customer in accordance with OnTask.AI’s then-current OnTask.AI support policy, and as identified in an Order Form. In the event that the level of support is not specifically identified in the Order Form, Customer shall receive a basic level of support that is included in the Service.

4. CONFIDENTIALITY

Each party (“Recipient”) may, during the course of its provision and use of the Service hereunder, have access to, receive, and acquire knowledge from discussions with the other party (“Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, specifications, designs, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, vendors, finances, costs, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). The nature of the Confidential Information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential Information shall not include, and shall cease to include, as applicable, materials or information that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Disclosure for any purpose outside the scope of this Agreement, except with the Discloser’s prior written consent, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Disclosure, it shall provide the Disclosure with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, should the other party wish to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

5. OWNERSHIP, FEEDBACK AND AGGREGATED DATA

5.1. Customer Data. As between OnTask.AI and Customer, Customer owns its Customer Data. Customer grants to OnTask.AI, its Affiliates and applicable contractors a limited-term, worldwide license to copy, host, display, and transmit Customer Data, as reasonably necessary for OnTask.AI to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, OnTask.AI acquires no interest, title, or right from Customer or Customer’s licensors under this Agreement in or to any Customer Data. Customer shall be responsible for the quality, accuracy, and legality of Customer Data and the means by which Customer acquired Customer Data.

5.2. OnTask.AI Ownership of the Service. Except for the rights expressly granted under this Agreement, OnTask.AI and its licensors retain all interest, right, and title in and to the Service, Documentation, including all related intellectual property rights inherent therein. No rights are granted to Customer hereunder other than as expressly stated in this Agreement.

5.3. Feedback. OnTask.AI shall have a worldwide, transferable, sublicensable, irrevocable, perpetual, royalty-free license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the operation, features, or functionality of the Service (“Feedback”). OnTask.AI will be under no obligation to use Feedback, and Customer shall have no obligation to provide OnTask.AI with Feedback.

5.4. Statistical Usage Data. OnTask.AI owns the statistical usage data derived from the operation of the Service, including but not limited to, data regarding web applications utilized in connection with the Service,  log data, configurations, and the performance results for the Service (“Usage Data”). Nothing herein shall be construed as prohibiting OnTask.AI from utilizing the Usage Data to improve and optimize the Service or otherwise operate business conducted by OnTask.AI.

6. FEES, EXPENSES AND TAXES

6.1. Fees. Customer shall pay OnTask.AI the fees listed in the applicable Order Form (“Fees”) in accordance with this Agreement and the Order Form. Unless otherwise specified on an Order Form, Fees will be due within thirty (30) days of the date of the invoice. Except as otherwise specifically stated in this Agreement, all Fees paid and payable to OnTask.AI hereunder are non-refundable and non-cancelable. If Customer fails to pay under this Agreement any amounts due by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law, OnTask.AI reserves the right to suspend the Service upon thirty (30) days written notice. If Customer fails to pay amounts owed within sixty (60) days of when due, OnTask.AI shall, upon notice to Customer, have the right to terminate immediately this Agreement and delete all Customer Data.

6.2. Taxes. Fees do not include any local, state, federal or foreign taxes, levies, duties or comparable governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes related to its purchases hereunder (excluding taxes based on OnTask.AI’s net income or property) unless Customer supplies OnTask.AI with a valid tax exemption certificate authorized by the appropriate taxing authority. The limitations set forth in Section 8 shall not apply to Customer’s payment obligations identified under this Section 6.

7. WARRANTIES AND DISCLAIMER.

7.1. Warranties. a) Service. OnTask.AI warrants that during the Term: (i) the Service shall perform as described in the applicable Documentation, (ii) OnTask.AI shall make commercially reasonable efforts to make the Service available to Customer 24 hours a day, 7 days a week, every day of each year (not including any unavailability caused by a Force Majeure event); (iii) OnTask.AI will employ industry-standard measures to test the Service to detect and remediate viruses, worms, Trojan horses, logic bombs, or other harmful code or programs intended to negatively impact the operation or performance of the Service, and (iv) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein. As Customer’s exclusive remedy and OnTask.AI’s entire liability for a breach of the warranties set forth in this Section 7.1(a), OnTask.AI shall use commercially reasonable efforts to correct the non-conforming Service at no additional charge to Customer, and in the event OnTask.AI fails to successfully correct the Service within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable Service and receive an immediate refund of any prepaid, unused Fees for the non-conforming Service. The remedies set forth in this subsection shall be Customer’s sole remedy and OnTask.AI’s sole liability for breach of these warranties. The warranties set forth in this Section shall apply only if the applicable Service has been used only in accordance with the Documentation, this Agreement and applicable law.

7.2. Disclaimer. Except for any warranties specifically defined under section 7.1, OnTask.AI and its suppliers hereby disclaim all (and have not authorized anyone to make any) warranties relating to the service or other subject matter of this agreement, express or implied, including, but not limited to, any warranties of non-infringement of third party rights, title, merchantability and fitness for a particular purpose. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this agreement, express or implied, except for the warranties set forth under section 7.1. OnTask.AI makes no warranty with regard to any non-OnTask.AI application with which the service may interoperate.

8. LIMITATION OF LIABILITY

8.1. In no event will either parties (or OnTask.AI’s third party licensors’) be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract,  negligence, strict liability or other theory (a) for error or interruption of use, loss or inaccuracy or corruption of data, (b) for cost of procurement of substitute goods, rights, services, or technology, (c) for any lost revenues or profits, or (d) for any indirect, incidental, special, consequential or punitive damages, whether or not a party has been notified of the possibility of such damage.

8.2. In no event shall the aggregate liability of each party together with all of its affiliates arising out of or related to this agreement exceed the total amount paid by customer and its affiliates hereunder for the service giving rise to the liability in the twelve-month period preceding the first incident out which the liability arose. The foregoing limitation shall apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit customer’s and customer’s affiliates’ payment obligations related to the ‘fees’ section above.

9. INDEMNIFICATION

9.1. OnTask.AI Indemnification Obligation. Subject to Section 9.3, OnTask.AI will defend Customer from any and all demands, suits, claims or proceedings brought against Customer by a third party alleging that the Service, as provided by OnTask.AI to Customer under this Agreement infringe any third party trademark, patent, or copyright, or misappropriate any trade secret of any third party (each, an “Infringement Claim”). OnTask.AI will indemnify Customer for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by OnTask.AI, in connection with an Infringement Claim. In the event of any such Infringement Claim, OnTask.AI may, at its option: (i) obtain the right to permit Customer to continue using the Service, (ii) modify or replace the relevant portion(s) of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement as to the infringing Service and refund to Customer any prepaid, unused Fees for such infringing Service hereunder. Notwithstanding the foregoing, OnTask.AI shall have no liability for any Infringement Claim of any kind to the extent that it results from: (1) modifications to the Service made by a party other than OnTask.AI, (2) the combination of the Service with other technologies, processes, or products (where the infringement would have been avoided but for such combination), or (3) Customer’s use of the Service in a way other than in accordance with the Documentation and the terms set forth in this Agreement. The indemnification obligations defined in Section 9.1 are OnTask.AI’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind.

9.2. Customer Indemnification Obligation. Subject to Section 9.3, Customer will defend OnTask.AI from any and all demands, suits, claims or proceedings brought against OnTask.AI by a third party alleging a violation of a third party’s rights arising from Customer’s provision of the Customer Data. Customer will indemnify OnTask.AI for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Customer.

9.3. Indemnity Requirements. The party seeking indemnity under this Section 9 (“Indemnitee”) must give the other party (“Indemnitor”) the following: (a) Written notice within 15 days of any claim for which the Indemnitee intends to seek indemnity, (b) all assistance and cooperation reasonably requested by the Indemnitor in the defense of the claim, at the Indemnitor’s sole expense, and (c) sole control over the defense and settlement of the claim, provided that the Indemnitee has the right to participate in the defense of the claim at its sole expense.

10. CUSTOMER MENTION

Customer authorizes OnTask.AI to use Customer logo and trademark for promotional purposes, including as a customer reference and providing testimonials for the Service.

11. TERM, TERMINATION AND EFFECT OF TERMINATION

11.1. Term. The term of this Agreement begins on the Effective Date and continues until the term stated in the Order Forms has expired or this Agreement has otherwise been terminated subject to the terms of this Agreement. Subscriptions to the Service begin on the date, and are for a set period, as defined in the applicable Order Form (“Term”). Upon expiration of the Term, unless otherwise stated on an applicable Order Form, the Service will renew automatically for subsequent terms equal in duration to the initial Term (each a “Renewal Term”), unless and until either party gives the other notice, within at least thirty (30) days, of non-renewal prior to the end of the then-current Term or Renewal Term.

11.2. Termination. Either party by written notice to the other party may terminate this Agreement in the event that (i) such other party materially breaches this Agreement and does not remedy such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to receivership, insolvency, assignment, or liquidation for the benefit of creditors. Upon any termination for cause by Customer pursuant to this Section 11.2, OnTask.AI will refund Customer a pro-rata portion of any Fees that were prepaid that cover the remainder of the applicable Order Form Term or Renewal Term after the termination’s effective date.

11.3. Retrieval of Customer Data. Prior to the effective date of termination of this Agreement, Customer may use the export features within the Service to export Customer Data in .webm format. After the effective date of termination, OnTask.AI shall have no obligation to provide or maintain any Customer Data and shall thereafter, with the exception where it is legally prohibited, be entitled to delete all Customer Data both by deletion of a Customer’s unique instance of the Service and the deletion of the Customer’s data. However, OnTask.AI will not be required to delete copies of the Customer Data from its servers and  backup media until such time as the backup copies are scheduled to be deleted in the normal course of business; provided that OnTask.AI will continue to protect the Customer Data in accordance with this Agreement.

11.4. Effect of Termination. Upon termination of this Agreement for any reason, all subscriptions and rights granted to Customer including all Order Forms will terminate immediately and Customer will cease use of the Service (except as otherwise permitted under Section 11.3 (“Retrieval of Customer Data”) and OnTask.AI Confidential Information. Termination for any reason other than termination for cause by Customer pursuant to Section 11.2(i) shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms. The sections titled “Definitions,” “Confidentiality,” “Ownership; Aggregated Data,” “Fees, Expenses and Taxes,” “Warranty Disclaimer,” “Limitation of Liability,” “Indemnification,” “Term, Termination, and Effect of Termination,” and “General” shall survive any termination or expiration of this Agreement.

12. GENERAL

12.1. Assignment. Neither the obligations nor the rights arising under this Agreement are transferable or assignable by OnTask.AI or Customer without the other party’s prior written consent which shall not be unreasonably delayed or withheld, and any such attempted assignment or transfer shall be without effect and void. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Order Forms), without the consent of the other party and upon notice, to an Affiliate or to its successor in connection with a acquisition, merger, corporate reorganization, or sale of all or substantially all of its assets, provided that all fees owed and due have been paid.

12.2. Controlling Law, Attorneys’ Fees and Severability. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. In the case of any disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Dallas County, Texas. In any action to enforce this Agreement by either party, each party shall be responsible for their own costs and attorneys’ fees. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited to the minimum extent necessary.

12.3. Notices. All legal notices hereunder shall be in writing and given upon (i) delivered in person, in which case notice shall be deemed given on the day of delivery, or (ii) by overnight courier, in which case notice shall be deemed given one (1) business day after shipping with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries).

12.4. Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to hacking, acts of terrorism (a “Force Majeure Event”), or computer related attacks, the party so affected shall be excused from such liability and performance to the extent of such prevention or restriction.

12.5. Equitable Relief. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek, without the requirement of posting a bond, injunctive and other appropriate equitable relief in addition to any other remedies available to it.

12.6. Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the representative, agent, employer, or employee of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement.

12.7. Export Compliance. Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not access or use the Service in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition.

12.8. Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper kickback, gift, payment, bribe, or thing of value from any of OnTask.AI employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify OnTask.AI.

12.9. Entire Agreement. This Agreement together with the Order Form(s) constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous oral or written agreements existing between the parties related to the subject matter hereof, including any non-disclosure agreement(s), are expressly canceled. The parties agree that any term or condition stated in Customer’s purchase order or in any other of Customer’s order documentation (excluding Order Forms) is void. In the event of any inconsistency or conflict among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. No amendment, waiver, or modification of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.