Software Subscription Agreement

“Affiliate” means, with respect to a party, its parent company and subsidiaries and/or controlled corporations or entities which are directly or indirectly controlled by, or under common control with, such party.

“Agreement” means this Software Subscription Agreement.

“Client” means the company or other legal entity accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Client Data” means the data provided or inputted by or on behalf of Client or any User or Affiliate of Client for use with the Software. Client Data includes Inputs and Outputs as described in Section 2(b).

“Confidential Information” means all confidential and proprietary information of a party, including, without limitation, business plans, strategies, products, software, source code, object code, clients, data models, discoveries, inventions, developments, know-how, improvements, works of authorship, concepts, or expressions thereof, whether or not subject to patents, copyright, trademark, trade secret protection or other intellectual property right protection.

“Documentation” means all help documentation, user guides, embedded help text, and other reference materials generally furnished with respect to the Software.

“Free Software” means Software that NuHQ makes available to Client free of charge, including any free trials of Software or any services or functionality that may be made available to Client to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“NuHQ” means NuHQ LLC, a Delaware limited liability company.

“Order Form” means any order form or other similar document setting forth Software subscriptions that is either (a) entered into and mutually approved in writing by the parties pursuant to this Agreement from time to time (an “Enterprise Order Form”), or (b) completed by or on behalf of Client through NuHQ’s website, online checkout, or in-product plan selection or upgrade flow, together with the plan, pricing, number of Users, subscription term and usage limits displayed at the time of purchase (an “Online Order”).

“Software” means all NuHQ software provided by NuHQ and made available to Client, including without limitation NuHQ’s software-as-a-service offering and any mobile applications or locally-installable software made available by NuHQ, but not including any software provided by Client or a third party that interoperates or integrates with the Software.

“User” means any employee, contractor, agent, customer, consultant or service provider of Client or any of Client’s Affiliates who uses or accesses the Software or any other person or entity that is provided user credentials to the Software by or on behalf of Client or any of Client’s Affiliates.

(a) Software. Subject to the terms and conditions of this Agreement, NuHQ hereby grants Client a non- exclusive right to permit its Users to access and use the Software pursuant to subscriptions set forth in an Order Form. Client’s Users may use the Software solely for internal business of Client and its Affiliates. Users shall use the Software in accordance with this Agreement and each applicable Order Form and Documentation. NuHQ will use commercially reasonable efforts to make the online Software available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which NuHQ shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond NuHQ reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving NuHQ employees), internet service provider failure or delay, or denial of service attack. NuHQ may update or modify the Software from time to time, provided it does not materially diminish the overall functionality of purchased subscriptions during the then-current subscription term. Usage limits, including limits on AI consumption, storage, integrations and API requests, may be specified in the Order Form or Documentation; additional usage may be subject to additional fees as agreed in an Order Form. Client represents that it has all rights, consents and permissions necessary for NuHQ to process Client Data and access third-party systems connected at Client’s direction. NuHQ may temporarily suspend affected access where reasonably necessary to prevent a material security threat, unlawful use or material disruption, with advance notice where practicable and prompt restoration after resolution.

(b) AI Features. For purposes of this section, “AI Features” means artificial intelligence, machine learning, generative AI, or similar functionality made available through the Software, whether powered by NuHQ or third-party providers; “Inputs” means Client Data or other content submitted to AI Features; and “Outputs” means content generated by AI Features in response. As between the parties, Inputs and Outputs are Client Data, and Client retains such rights in them as may exist under applicable law. Outputs may not be unique, and similar outputs may be generated for others. NuHQ retains all rights in the Software and underlying models, technology and improvements. Without Client’s prior written consent, NuHQ will not use Inputs, Outputs or other Client Data to train, fine-tune or improve AI or machine learning models and will contractually prohibit its third-party AI providers from doing so. Client authorizes NuHQ and its AI subprocessors to process Inputs and Outputs solely as necessary to provide, maintain, secure and support the AI Features and comply with applicable law. AI providers may retain information temporarily in accordance with their contracted retention and security requirements. Client shall not use AI Features to infringe third-party rights; misrepresent AI-generated content in violation of applicable law; make solely automated decisions having legal or similarly significant effects on individuals without legally required safeguards and human review; or otherwise violate applicable law or this Agreement. Ordinary business analysis and decision support are permitted, subject to appropriate human oversight. Outputs may be inaccurate, incomplete, biased or similar to third-party content. Client is responsible for evaluating Outputs and applying appropriate professional judgment before relying on them. NuHQ makes no warranty that Outputs are accurate, unique, copyrightable or non-infringing; the indemnity in Section 9(a) does not cover claims based on Outputs as such, except to the extent a claim is based on infringing material independently incorporated into the Software by NuHQ. NuHQ may suspend affected AI Features where a third-party provider discontinues them or where NuHQ reasonably believes their use violates this Agreement or poses a material security or legal risk. NuHQ will provide notice where reasonably practicable and restore access when the underlying issue is resolved.

(c) Restrictions. Nothing in this Agreement shall be construed as a grant to Client of any right to, and Client shall not, and shall not permit any User or any other third party to: (i) reproduce, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software or any portion thereof; (ii) distribute, disclose or allow use of the Software, or any portion thereof, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party; (iii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software in any manner; (iv) create derivative works from, modify or alter any of the Software in any manner whatsoever; (v) use or access the Software in a manner that would reasonably be expected to damage, disable, overburden, or impair any NuHQ servers or the networks connected to any NuHQ server (and if any access or use of the Software does damage, disable, overburden, compromise or impair any NuHQ servers or the networks connected to any NuHQ server, then Client shall promptly discontinue such access or use upon written notice of such by NuHQ); (vi) take any action that would reasonably be expected to interfere with any third party’s use and enjoyment of the Software (and if any Client action does interfere with any third party’s use and enjoyment of the Software, then Client shall promptly discontinue such action upon written notice of such by NuHQ); (vii) attempt to gain unauthorized access to the Software, accounts, computer systems, or networks connected to any NuHQ server; (viii) use any robot, spider or other automatic device or manual process to monitor or copy portions of the Software or to artificially simulate user activity; (ix) use the Software in a manner intended to abuse or violate the privacy or property rights of others; (x) perform any vulnerability scanning or penetration testing on the Software or NuHQ’s systems or networks without NuHQ’s explicit prior written consent for each such scan or test; or (xi) access the Software in order to (A) build a competitive product or service, or (B) build a product using similar unique and confidential ideas, features, functions or graphics of the Software. The Software may not be accessed for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. NuHQ’s direct competitors are prohibited from accessing the Software, except with NuHQ’s prior written consent.

(d) Users. Client may permit the number of authorized Users as set forth in the Order Form to use the Software. Each authorized User shall access and use the Software (i) in accordance with the terms of this Agreement and the applicable Order Form and Documentation, and, (ii) when applicable, through a unique and reasonably secure username and password as further described in the applicable Order Form or Documentation. It is Client’s responsibility to designate the applicable access to be granted to each User. Client shall cause all Users to comply with all obligations of Client hereunder, to the extent applicable to Users. Except for Client’s and its Affiliates’ system administrators where reasonably necessary for administrative or security purposes, no User may use the username/user identification or password of any other User. Client shall be responsible for the acts and omissions of its Users as if they were undertaken by Client itself.

(e) Non-NuHQ Software. NuHQ is not responsible for any software provided by Client or a third party that interoperates or integrates with the Software (including any disclosure, modification or deletion of Client Data resulting from access by such software). NuHQ does not warrant or support any non-NuHQ products or services, whether or not they are authorized, and does not guarantee any continued interoperability or integration with any such software. Client authorizes NuHQ to access and process information from third-party systems connected by or for Client solely to provide the Software. Client is responsible for its rights to connect such systems and for managing the corresponding credentials and permissions.

(f) Export Compliance. The Software may be subject to export laws and regulations of the United States and other jurisdictions. NuHQ and Client each represent that it is not on any U.S. government denied-party list. Client will not permit any User to access or use the Software in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

(g) Free Software. If Client is provided access to Free Software, NuHQ will make such Software available to Client on a trial basis free of charge until the earlier of (a) the end of the period for which Client was granted access to use the Software free of charge (the “Free Period”), (b) the start date of any purchased subscriptions for such Software ordered by Client, or (c) termination by NuHQ in its sole discretion. ANY DATA CLIENT ENTERS INTO THE SOFTWARE, AND ANY CUSTOMIZATIONS MADE TO THE SOFTWARE BY OR FOR CLIENT, DURING CLIENT’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CLIENT PURCHASES A SUBSCRIPTION TO SUCH SOFTWARE BEFORE THE END OF THE FREE PERIOD. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING THE FREE PERIOD THE SOFTWARE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND NuHQ SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SOFTWARE UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE NuHQ’S LIABILITY WITH RESPECT TO THE FREE SOFTWARE SHALL NOT EXCEED $1,000.00.

(a) Reservation of Rights. Subject to the limited rights expressly granted hereunder, NuHQ and its licensors reserve all of their right, title and interest in and to the Software, including all of their related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein. This reservation includes modifications, enhancements, derivative works, configurations, models, algorithms and other technology developed in connection with the Software, excluding Client Data.

(b) License by Client to NuHQ. Client grants NuHQ and its applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Client Data as appropriate for NuHQ to provide and ensure proper operation of the Software in accordance with this Agreement. Subject to the limited licenses granted herein, NuHQ acquires no right, title or interest from Client or its licensors under this Agreement in or to any Client Data. NuHQ may use aggregated, de-identified operational and usage information to operate, analyze and improve the Software, provided it does not identify Client or any individual or disclose Client Confidential Information. This permission does not authorize training AI models on Client Data contrary to Section 2(b).

(c) License by Client to Use Feedback. Client grants to NuHQ a worldwide, perpetual, irrevocable, royalty- free license to use, distribute, disclose, and make and incorporate into its Software any suggestion, enhancement request, recommendation, correction or other feedback provided by Client or Users.

(a) Fees. Client shall pay to NuHQ the fees set forth in any Order Form or as otherwise agreed in writing by the parties. Except as otherwise specified herein or in an Order Form, (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) quantities purchased cannot be decreased during the relevant subscription term.

(b) Taxes. Client shall be liable for any taxes (including without limitation sales, use, excise and gross receipts taxes), charges, tariffs, and duties and any interest and penalties arising under this Agreement, excluding taxes based upon NuHQ’s income. All such taxes may be included in amounts invoiced by NuHQ to Client.

(c) Payments. All fees under this Agreement shall be payable by Client in accordance with the applicable Order Form or as otherwise agreed by the parties in writing. Any fees invoiced by NuHQ to Client pursuant to an Order Form shall be due within 30 days of invoice date, and any payments remitted after 30 days shall bear interest at 1.5 percent per month. Without limiting NuHQ’s other rights and remedies, if Client does not pay a correct overdue invoice within 15 days after receiving notice from NuHQ of nonpayment unless Client has notified NuHQ of a good faith dispute prior to such time, then NuHQ may suspend Client’s access to the Software until NuHQ receives such payment, and fees shall continue to accrue during any such period; provided that this shall not be deemed to limit Client’s right to the return of its Client Data pursuant to this Agreement. Client shall pay undisputed portions of invoices when due. NuHQ may recover reasonable collection costs, including attorneys’ fees, incurred in collecting undisputed overdue amounts, to the extent permitted by law. For Online Orders, unless otherwise stated at checkout, fees are payable in advance by credit card or other electronic payment method accepted by NuHQ, and Client authorizes NuHQ and its third-party payment processor to charge that payment method for all fees, applicable taxes and renewal fees when due, without further authorization. Client shall keep its billing and payment information current. If a charge is declined or reversed, NuHQ may retry the charge and notify Client, and if payment is not received within 15 days after such notice, NuHQ may suspend or downgrade Client’s access to the Software until payment is received.

(a) Confidential Information. Each party acknowledges and agrees that during the term of this Agreement it may be furnished with or otherwise have access to Confidential Information of the other party. The party that has received Confidential Information (the “Receiving Party”) shall exercise the same degree of care and protection with respect to the Confidential Information of the party that has disclosed Confidential Information to the Receiving Party (the “Disclosing Party”) that it exercises with respect to its own Confidential Information, but in no event shall the Receiving Party exercise less than a reasonable standard of care. The Receiving Party shall only use, access and disclose Confidential Information as necessary to fulfill its obligations under this Agreement, including any Order Form, or in exercise of its rights expressly granted hereunder. Receiving Party shall not directly or indirectly disclose, sell, copy, distribute, republish, create derivative works from, demonstrate or allow any third party to have access to any of Disclosing Party’s Confidential Information; provided that the Receiving Party may disclose the Disclosing Party’s Confidential Information to its directors, officers, employees, subcontractors, agents, Affiliates or other representatives (collectively, the “Representatives”) who have a need to know and who are bound by confidentiality obligations with respect to such Confidential Information that are substantially similar to those set forth in this Section. The Receiving Party shall be responsible and liable for any breach of this Section by any of its Representatives. All Order Forms and pricing thereunder and all intellectual property rights with respect to the Software shall be deemed to be Confidential Information of NuHQ under this Agreement.

(b) Exclusions. The following information shall not be considered Confidential Information for purposes of this Agreement: (i) information that is publicly available or later becomes available other than through a breach of this Agreement; (ii) information that is known to the Receiving Party or its Representatives prior to such disclosure or is independently developed by the Receiving Party or its Representatives subsequent to such disclosure; or (iii) information that is subsequently lawfully obtained by the Receiving Party or its Representatives from a third party without obligations of confidentiality. If the Receiving Party is required by law to disclose any portion of the Disclosing Party’s Confidential Information, Receiving Party shall give prior timely notice of such disclosure to Disclosing Party to permit Disclosing Party to seek a protective or similar order, and, absent the entry of such an order, Receiving Party shall disclose only such Confidential Information as is necessary be disclosed in response to such subpoena, court order or other similar document.

(c) Return of Confidential Information. Upon termination or expiration of this Agreement, the Receiving Party will promptly return or destroy any Confidential Information in the possession or control of the Receiving Party. Notwithstanding the foregoing, the Receiving Party may retain copies required by law or reasonably maintained in routine archival backups or records, provided such copies remain protected under this Agreement and are deleted in accordance with applicable retention schedules.

(a) Safeguards. NuHQ shall maintain commercially reasonable administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Client Data against unauthorized access, use or disclosure. Such safeguards shall be appropriate to the nature of the Client Data processed by NuHQ and the risks associated with such processing. NuHQ shall comply with data protection and privacy laws applicable to NuHQ in its provision of the Software.

(b) Notification and Mitigation. NuHQ will notify Client without undue delay, and in any event within 72 hours after confirming unauthorized access to or disclosure of Client Data resulting from a breach of NuHQ-controlled systems (a “Security Incident”), unless a shorter period is required by applicable law. Unsuccessful attacks and events not involving unauthorized access to or disclosure of Client Data are not Security Incidents. NuHQ will provide available information about the incident, reasonable updates, and commercially reasonable mitigation. Return of Client Data. Upon request by Client made within 30 days after the effective date of termination or expiration of this Agreement, NuHQ will make Client Data available to Client for export or download. After such 30-day period, NuHQ will have no obligation to maintain or provide any Client Data, and as provided in the Documentation will thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, unless legally prohibited. Deletion may occur in accordance with NuHQ’s ordinary backup-retention cycle, subject to continuing confidentiality and security obligations and any mandatory legal retention requirements.

(a) Term of Agreement. This Agreement commences on the date Client first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

(b) Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form and except for Free Software, subscriptions will automatically renew for additional terms equal to the length of the expiring subscription term (for example, monthly plans renew monthly and annual plans renew annually), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Notwithstanding the foregoing, Client may choose to remove auto-renewal for an Online Order subscription at any time through its account settings or by notice to NuHQ. NuHQ will clearly disclose the renewal terms, renewal price and cancellation method at checkout, and for annual Online Order subscriptions will send Client a reminder at least 15 days before renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Software has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. NuHQ may change fees for a renewal term by giving Client at least 60 days’ notice before renewal (or, for Online Orders with a monthly subscription term, at least 30 days’ notice).

(c) Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

(d) Refund or Payment upon Termination. If this Agreement is terminated by Client in accordance with the “Termination” section above, NuHQ will refund Client any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by NuHQ in accordance with the “Termination” section above, Client will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Client of its obligation to pay any fees payable to NuHQ for the period prior to the effective date of termination.

(e) Survival. The sections titled “Free Software,” “Fees and Payment,” “Intellectual Property Rights and Licenses,” “Confidentiality,” “Limited Warranties,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Survival” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Data Security” will survive any termination or expiration of this Agreement for so long as NuHQ retains possession of Client Data. The obligations concerning confidentiality of trade secrets survive for so long as the relevant information remains a trade secret under applicable law.

(a) Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. ANY INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CLIENT REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND CLIENT TO THESE TERMS AND CONDITIONS. Client represents that it is acquiring the Software for business purposes and not for personal, family or household use. An individual who registers for the Software through NuHQ’s website does so on behalf of the business entity identified during registration or, if none is identified, as a sole proprietor acting for business purposes.

(b) Software Warranty. NuHQ warrants that the Software will perform in all material respects in accordance with the Documentation when used in accordance with the terms of this Agreement, and that NuHQ will provide the Software in accordance with laws and government regulations applicable to NuHQ’s provision of its Software to its clients generally (i.e., without regard for Client’s particular use of the Software). For any breach of this warranty, Client’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections in this Agreement.

(c) Disclaimers.

(i) EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NuHQ MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE, ANY WORK PRODUCT PROVIDED BY THE SOFTWARE, OR ANY OTHER SERVICES PROVIDED HEREUNDER OR THE USE THEREOF BY CLIENT AND ITS USERS, INCLUDING QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, AND NuHQ HEREBY DISCLAIMS THE SAME. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, NuHQ AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (a) THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (b) THE SOFTWARE WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; OR (c) ALL ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

(ii) CLIENT ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS A TOOL TO BE USED BY CLIENT IN THE COURSE OF EXERCISING ITS PROFESSIONAL JUDGMENT. THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NuHQ IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OUTSIDE OF ITS REASONABLE CONTROL. NO NuHQ AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDITION TO THIS LIMITATION AND EXCLUSION OF WARRANTIES IN THIS AGREEMENT.

(iii) NuHQ shall not be responsible for: (A) any non-conformities of the Software with Documentation, omissions, delays, inaccuracies or any other failure caused by Client’s computer systems, hardware or software (other than the Software), including by interfaces with such third party software, or any inaccuracies that such systems may cause within the Software; or (B) any data that NuHQ receives from Client or third party sources and including the data’s accuracy or completeness. Client agrees that NuHQ shall have no responsibility or liability for any damages arising in connection with access to or use of the Software by Client or any User to the extent such access or use is not authorized by this Agreement.

(a) Indemnification by NuHQ. NuHQ will defend Client against any claim, demand, suit or proceeding made or brought against Client by a third party alleging that the Software infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Client”), and will indemnify Client from any damages, attorney fees and costs finally awarded against Client as a result of, or for amounts paid by Client under a settlement approved by NuHQ in writing of, a Claim Against Client, provided Client (a) promptly gives NuHQ written notice of the Claim Against Client, (b) gives NuHQ sole control of the defense and settlement of the Claim Against Client (except that NuHQ may not settle any Claim Against Client unless it unconditionally releases Client of all liability), and (c) gives NuHQ all reasonable assistance, at NuHQ’s expense. If NuHQ receives information about an infringement or misappropriation claim related to the Software, NuHQ may in its discretion and at no cost to Client (i) modify the Software so that it is no longer claimed to infringe or misappropriate, without breaching NuHQ’s warranties set forth in this Agreement, (ii) obtain a license for Client’s continued use of the Software in accordance with this Agreement, or (iii) terminate Client’s subscriptions for the Software upon 30 days’ written notice and refund Client any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Software is the basis of the Claim Against Client; (II) a Claim Against Client arises from the use or combination of the Software or any part thereof with software, hardware, data, or processes not provided by NuHQ, if the Software or use thereof would not infringe without such combination; (III) a Claim Against Client arises from Free Software; or (IV) a Claim Against Client arises from a Client’s breach of this Agreement, the Documentation or applicable Order Forms. The foregoing indemnity does not cover claims arising solely from AI-generated Outputs (subject to the exception in Section 2(b)), modifications not made or authorized by NuHQ, or Client’s continued use of an allegedly infringing version after NuHQ makes a non-infringing replacement or workaround available.

(b) Indemnification by Client. Client will defend NuHQ and its Affiliates against any claim, demand, suit or proceeding made or brought against NuHQ by a third party arising from (i) Client’s use of the Software in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, or (ii) any Client Data or Client’s use of Client Data with the Software (each a “Claim Against NuHQ”), and will indemnify NuHQ from any damages, attorney fees and costs finally awarded against NuHQ as a result of, or for any amounts paid by NuHQ under a settlement approved by Client in writing of, a Claim Against NuHQ, provided NuHQ (A) promptly gives Client written notice of the Claim Against NuHQ, (B) gives Client sole control of the defense and settlement of the Claim Against NuHQ (except that Client may not settle any Claim Against NuHQ unless it unconditionally releases NuHQ of all liability), and (C) gives Client all reasonable assistance, at Client’s expense. The above defense and indemnification obligations do not apply if a Claim Against NuHQ arises from NuHQ’s breach of this Agreement, the Documentation or applicable Order Forms.

(c) Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

(a) Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

(b) Limitation of Liability. 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 CLIENT AND ITS AFFILIATES HEREUNDER IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. FOR CLARITY, THIS CAP APPLIES TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 AND TO CONFIDENTIALITY AND DATA SECURITY CLAIMS, EXCEPT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.

(a) Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, NuHQ will refund Client any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

(b) Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any party other than the parties to this Agreement.

(c) Entire Agreement; Amendments. This Agreement constitutes the final agreement between the parties. All prior and contemporaneous oral and written communications, negotiations and agreements between the parties on the matters contained in this Agreement, including, without limitation, any nondisclosure or confidentiality agreements entered into between the parties prior to the date of this Agreement, are expressly merged into and superseded by this Agreement. The parties agree that any term or condition stated in a Client purchase order or in any other Client order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. The parties may amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement. Notwithstanding the foregoing, NuHQ may update this Agreement by posting the updated version on its website and such updated Agreement will apply to Online Order subscriptions beginning with the next renewal term, or earlier if Client affirmatively accepts the updated terms

(d) Waivers. The parties may waive any provision in this Agreement only by a writing executed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this Agreement, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

(e) Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

(f) Governing Law; Venue; Waiver of Jury Trial. This Agreement and any dispute arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in New Castle County, Delaware and the United States District Court for the District of Delaware, for any action or proceeding arising out of or relating to this Agreement, and each party waives any objection based on improper venue or forum non conveniens. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(g) Notices. Except where expressly permitted otherwise, notices under this Agreement must be in writing and sent by email to the notice address designated in the applicable Order Form (or subsequently updated by notice), or by nationally recognized overnight courier to the party’s principal business address. Notices are effective upon confirmed email transmission without delivery failure, or upon delivery by courier. Notices of breach, termination or indemnification claims must be sent to the designated legal notice contact.

(h) Force Majeure. Neither party is liable for delay or failure to perform obligations (other than payment obligations) caused by circumstances beyond its reasonable control, provided it uses commercially reasonable efforts to mitigate the effects and resumes performance as soon as reasonably practicable.

(i) Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, fiduciary or employment relationship between them.

(j) Publicity. NuHQ may identify Client by name and logo in customer lists and factual sales materials, subject to any written objection from Client; no press release or endorsement is authorized without Client’s prior written consent.

(k) Electronic Acceptance. Electronic signatures, electronic Order Forms and click-through acceptance have the same force and effect as handwritten signatures, to the extent permitted by applicable law. NuHQ’s electronic records of Client’s acceptance, including the date, time, accepting User and version of this Agreement accepted, shall be admissible as evidence of such acceptance.