Software as a Service Agreement

1. Relationship.

• The parties are independent contractors. Partner is not an employee or agent of SyncWords and Partner’s employees are not employees or agents of SyncWords. Other than the limited rights set forth in this Agreement, Partner does not have, nor will hold itself out as having, any right, power, or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon SyncWords. Partner will conduct its business in a professional manner and with the highest standard of care. In carrying out its obligations under this Agreement, Partner will not act in a manner that is deceptive, misleading or unethical. Partner will not make any statement which is false or misleading regarding the Services or which disparages SyncWords.

2. Marketing Materials.

• Each party will furnish or make available to the other party relevant advertising materials and such other information that may be necessary to market the services to prospective customers. Such materials are the exclusive property of the party providing the materials. SyncWords hereby grants Partner permission to publish and display SyncWords’ name and logos on Partner’s website and to distribute SyncWords provided marketing materials to prospective customers. Partner hereby grants to SyncWords permission to publish and display Partner’s name and logo on SyncWords’ website and to distribute Partner provided marketing materials to prospective customers. Other than the express rights granted in this Partner Agreement, nothing contained in this Agreement will be construed to grant Partner any right, title or interest in or to any SyncWords intellectual property or any portion thereof.

3. Warranty and Disclaimer.

• Each party represents and warrants that (a) it has the right and authority to enter into this Agreement and to perform its obligations without the need to obtain any additional consents or approvals; and (b) the performance of its obligations under this Agreement will not breach or be in conflict with any other agreement to which that party is bound. SyncWords makes no representations or warranties to Partner with respect to the SyncWords’ services.

4. Indemnity.

• Partner will defend, indemnify and hold SyncWords and its affiliates, officers, directors and employees harmless against third party claims, arising out of Partner’s breach of this Agreement or its negligent acts or omissions arising out of or connected to its performance under this Agreement. SyncWords will defend, indemnify and hold Partner and its affiliates, officers, directors and employees harmless against third party claims, arising out of SyncWords’ breach of this Agreement or its negligent acts or omissions arising out of or connected to its performance under this Agreement.

5. Limitation of Liability.

• EXCEPT AS PROVIDEDHEREIN, IN NO EVENT WILL EITHER PARTY, OR ITS AFFILIATES, INDEPENDENTCONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, ORSUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, PUNITIVE,SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST BUSINESSOPPORTUNITY) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE BY REASON OF ITSHAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR ARISING OUT OF THEPERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY TO BE CHARGED WAS ADVISED ORKNEW OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL APPLYREGARDLESS OF THE FORM OF THE CLAIM(S), IN WHICH SUCH LIABILITY MAY BEASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THELIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO, NORLIMIT THE LIABILITY OF A PARTY OR ITS AFFILIATES, FOR: (I) ITS INDEMNIFICATION,DEFENSE AND HOLD HARMLESS OBLIGATIONS, OR (II) ANY GROSS NEGLIGENCE, FRAUD, ORWILLFUL OR INTENTIONAL MISCONDUCT. THE LIMITATIONS ON DAMAGES SET FORTH IN THISSECTION SHALL NOT APPLY TO, NOR LIMIT THE LIABILITY OF A PARTY OR ITSAFFILIATES FOR: (I) A MATERIAL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II)ITS INDEMNIFICATION, DEFENSE AND HOLD HARMLESS OBLIGATIONS, OR (III) ANY GROSSNEGLIGENCE, FRAUD, OR WILLFUL OR INTENTIONAL MISCONDUCT.

6. Confidentiality.

• The term “Confidential Information” means any and all     information or material that is proprietary or confidential to a party,     whether or not marked as confidential or proprietary and whether or not     such information is directly or indirectly disclosed, or whether or not     disclosed orally or in written or electronic form, which relates to a     party’s past, present or future research, development, designs, finances,     business activities, pricing, knowhow, trade secrets, product roadmaps,     customer or prospective customer lists, or vendor lists. In the case of     SyncWords, Confidential Information includes any information provided to     Partner through the Partner Network, including customer name, requirements     or customer’s event information. Confidential Information does not include     information that (a) is publicly available or otherwise publicly     disseminated, provided that entry of such information into the public     domain, or such public dissemination, is not the result of acts by the     party receiving the Confidential Information (“Receiving Party”) in     violation of this Agreement; (b) at the time received by the Receiving     Party, is already rightfully and lawfully in its possession or known to     it; or (c) is subsequently disclosed to the Receiving Party by a     third-party that has the right to Partner Agreement make such disclosure.     The Receiving Party agrees to (i) hold in confidence and not disclose, or     use for its own or for any third party’s purposes, the Confidential     Information of the party disclosing such Confidential Information     (“Disclosing Party”); (ii) use the same degree of care, but no less than a     reasonable degree of care, to protect Confidential Information from     unauthorized access or disclosure; and (iii) promptly report to the     Disclosing Party any unauthorized disclosure of Confidential Information     of which the Receiving Party becomes aware. Notwithstanding anything in     this Agreement to the contrary, the Receiving Party may disclose the     Confidential Information of the Disclosing Party pursuant to a request of     a governmental agency or a subpoena, order or other such legal process or     requirement of law; provided that, the Receiving Party will (x) to the     extent allowed by law, provide the Disclosing Party with notice of such     request and allow the Disclosing Party an opportunity to respond to such     request; (y) furnish only such portion of the Confidential Information the     Receiving Party is advised in writing by counsel that it is legally     required to disclose; and (z) cooperate with the Disclosing Party in its     efforts to obtain an order or other reliable assurance that confidential     treatment will be accorded to the portion of the Confidential Information     that is required to be disclosed. Within thirty days after the termination     of this Agreement, or after written request of the Disclosing Party, the     Receiving Party will promptly: (1) return all Confidential Information and     all copies thereof; (2) destroy all of its files and memoranda prepared     based on the Confidential Information; and (3) provide the Disclosing     Party with a written certification that all such information and materials     have been returned or destroyed. Receiving Party agrees that, due to the     unique nature of the Confidential Information, the unauthorized disclosure     or use of the Confidential Information will cause irreparable harm and     significant injury to the Disclosing Party, the extent of which will be     difficult to ascertain and for which there will be no adequate remedy at     law. Accordingly, Receiving Party agrees that Disclosing Party will have     the right to seek an immediate injunction and other equitable relief     enjoining any breach or threatened breach of this Section 7, in addition     to any other available remedies which may be available to the Disclosing Party.

7. Term and Termination.

• This Agreement shall be in effect for an initial one (1)-year term commencing on the Effective Date, which shall hereinafter be referred to as the “Term” And will automatically renew unless either party terminates this Agreement 60 days prior to the end of each Term. Either Party may terminate this Agreement with cause by providing written notice to the other Party at least 30 (thirty) days prior to the effective date of the termination. The contract may be terminated automatically and without further notice upon the dissolution, liquidation, or winding up of either party, or upon a change of ownership of either party, whether by merger, acquisition, sale of assets, change in control, or otherwise. In such event, neither party shall have any further obligations or liabilities under this Agreement, except for those obligations and liabilities that by their nature survive termination, including but not limited to any indemnification obligations, confidentiality obligations, and obligations related to intellectual property rights. The termination of this Agreement pursuant to this section shall be without prejudice to any rights or remedies that either party may have accrued prior to such termination.

8. Insurance.

• During the term of this Agreement and for one year thereafter, Partner shall maintain the following insurance coverage: (i) commercial general liability insurance including products and completed operations coverage written on an occurrence basis with minimum limits of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate (collectively, “Policies”). All such Policies shall name SyncWords as an additional insured party and shall be primary to any of SyncWords; insurance policies. The Policies shall not be canceled without at least thirty (30) days advance written notice to SyncWords.

9. Applicable Law.

• This Agreement shall be governed by the laws of the State of New York without regard to its provisions on conflicts of law. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of any court of the State of New York located in the Borough of Manhattan, and/or the United States District Court for the Southern District of New York in connection with any dispute hereunder or the enforcement of any right or obligation hereunder. If legal action is brought to enforce any provision or right under this Agreement, then the prevailing Party shall be awarded all costs of enforcement, specifically including without limitation attorneys’ and experts’ fees and expenses, court costs and the costs of enforcing any orders or judgments.

10. Assignment.

• Partner will not assign this Agreement without the prior written consent of SyncWords. Any attempted assignment or delegation without the required consent will be null and void. SyncWords may assign this Agreement without Partner’s consent in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of SyncWords’ assets. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties, their respective heirs, legal representatives, beneficiaries, successors, and permitted assigns.

11. Notices.

• Notices hereunder shall be in writing and shall be sent by internationally recognized overnight courier with tracking capabilities (such as Federal Express) to the address listed above with a contemporaneous e-mail to the business contact of each party.

12. Entire Agreement.

• This Agreement constitutes the entire agreement between SyncWords and Partner concerning the subject matter hereof and supersedes all prior and contemporaneous agreements between the parties. Only an instrument in writing that is signed by both parties and specifically states that it is intended to amend or modify this Agreement may amend this Agreement. No party is relying upon any warranties, representations, or inducements not set forth herein. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any one or more of the provisions hereof will not affect the validity and enforceability of the other provisions hereof.

13. Waiver.

• No waiver of breach or failure to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions will be construed to be a waiver of the same or any other option, right, or privilege on any other occasion.

1. Appointment.

• SyncWords hereby appoints Partner as authorized reseller of SyncWords Services. The license fees applicable to the SyncWords Services are those fees included in Exhibit C. For the purposes of this Exhibit, the “Services” are those services indicated as services that may be resold by Reseller pursuant to Exhibit C. SyncWords may modify, update, or change the pricing associated with the Services on 30 days’ notice to Partner. Partner may only resell SyncWords Services in the United States unless expressly authorized by SyncWords.

2. Reselling Services.

• Partner will market the Services to prospective customers and may enter into contracts with customers for the resale of the Services. Partner will determine the prices and payment terms that apply to such contracts with customers; provided that, with respect to the access and use of the Services, Partner shall provide the Services to customer according to the SyncWords Service Agreement (“Terms”) located at www.syncwords.com/legal and such Terms shall be included in each Order (as defined in Section 3 below) presented to a prospective customer. Partner will not make any representations, warranties, or guarantees on behalf of SyncWords to any customer or prospective customer. By submitting an Order, Partner represents and warrants that the Order is the firm commitment of the customer for the Services specified in the Order and for the full term specified in the Order. All Orders are subject to acceptance or rejection by SyncWords for any reason, including where the Order is inaccurate or does not conform to this Agreement.

3. Fulfilling Orders.

• Upon the execution of an order for Services by a customer (“Order”),Partner will provide SyncWords with such Order. SyncWords may accept or reject such Order within five business days of SyncWords’ receipt. Partner will be responsible for invoicing customers pursuant to the terms of the Order. Partner is responsible for ensuring that any taxes or duties which may be assessed on the Services are included in the Order and collected and remitted by Partner. SyncWords will provide the Services indicated on the Order to such customers in accordance with the Terms.

4. Reseller Payments to SyncWords.

• SyncWords shall invoice Partner for the Services in each Order in accordance with the fees which are applicable to the Services as describe in Section 1 of this Exhibit. The fees payable by Partner to SyncWords are due within 30 days of the date of invoice. SyncWords’ right to payment of any fee is not contingent upon customer’s payment or Partner’s collection of any fees.

5. Onboarding and Support.

• Onboarding is included for Partner, and account support is available for Partner to customize new sessions. Partner is responsible for onboarding customers and providing first level support to customers. Support levels are available to Partner and to customers in accordance with Exhibit C.