This Agreement establishes a legally binding contract between KLERVO ("KLERVO") and the merchant entity ("PRO") that has entered into the sales order (defined below).
A "Sales Order" may take the form of either: (a) the offline sales order form with this Agreement attached or incorporated, signed by both parties ("Offline Form"); or (b) the Klervo online sales web form submitted by the Pro ("Online Form"). References to the "Agreement" herein include the Sales Order.

By entering into the Sales Order, or by accessing or using the service (defined below), Pro acknowledges having read, understood, and agreed to be bound by the following terms:

Effective Date

This agreement, along with any supplemental terms and policies referenced herein, which are expressly incorporated into and made a part of this agreement by reference, comprises the terms governing the relationship between the parties. To clarify, if the Sales Order is submitted through an Online Form, the following applies:

         • Any mention of "Klervo" in this document refers to Klervo LLC.

         • The individual submitting the Online Form affirms that they possess the authority to act on behalf of the Pro and bind the Pro to this agreement.

         • Klervo retains the right to modify these terms and conditions at any time by publishing the updated version. (Klervo may, at its discretion, also provide notification through a pop-up or banner within the Software, by sending an email to any address Pro provided during Software registration, or through similar methods.) Such modifications become effective ten (10) days after publication, and the Pro's continued usage of the Service thereafter signifies acceptance of the changes. Klervo will also update the "Last Updated" date and "Version" number accordingly. It is advised to regularly monitor the aforementioned webpage for any alterations to these terms and conditions.

         1. DEFINITIONS AND INTERPRETATION

These terms include various capitalized terms, some defined within this section and others elsewhere. The section and subsection headings are provided for convenience and should not be relied upon for interpretation.

"Affiliate" refers to any person, organization, or entity that controls, is controlled by, or is under common control with either party, where "control" means the ability to direct management and policies, whether through ownership, contract, or otherwise.

"Consumer" is the end user of the professional services engaged via the platform.

"Content" encompasses text, data, files, images, videos, code, audio, links, and similar materials.

"Feature" denotes any module, tool, functionality, or aspect of the service, whether provided directly by Klervo or through a third-party app.

"Free User" is an employee or contractor of the professional who lacks full access but can perform certain tasks.

"Intellectual Property" covers inventions, works of authorship, technical information, software, designs, and similar creations.

"Intellectual Property Rights" encompass all rights and interests in intellectual property, including patents, copyrights, trademarks, and trade secrets. Intellectual Property Rights" means any copyrights and other rights associated with works of authorship throughout the world, including neighboring rights, moral rights, and mask works, (ii) trade secrets and other confidential information, (iii) patents, patent disclosures, and all rights in inventions (whether patentable or not), (iv) trademarks, trade names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith, (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in effect.

"Law" refers to statutes, regulations, ordinances, or rules of any jurisdiction.

"Privacy Policy" is Klervo's current privacy policy available at the specified URL.

"Pro Content" includes any content provided by or on behalf of the professional through the service.

"Pro User" is an authorized individual who accesses and uses the service on behalf of the professional.

"Service" is Klervo's field service management software, along with its platform and other intellectual property.

"Service Package" refers to the purchased volume and feature permissions specified in the sales order.

"Sensitive Data" comprises various categories of regulated or protected information, such as health data, payment card information, and government ID numbers.

"Site" is the specified website.

"Third Party Apps" are third-party online applications and platforms offered via the service or integrated by the professional.

"Update" is an upgrade or patch to the service, excluding new features.

"Klervo App" is the proprietary mobile application associated with the service.

"Klervo Content" encompasses any content appearing within the service, excluding content provided by professionals. Unless specified otherwise, references to the "Service" include the Klervo App.

ACCOUNT

To utilize the Service, Pro must first register for an account by providing the required information through the designated web form or interface ("Account"). Within this Account, Pro may need to create access credentials for each of its Pro Users, and the Service may offer the option for Pro to adjust permission levels for different Pro Users. Pro assures that all information provided during registration, on behalf of itself, its Pro Users, and/or Free Users (if applicable), is and will remain complete and accurate.

Regarding the responsibility for the Account, Pro is solely accountable for maintaining its confidentiality and security, as well as for all activities conducted under or related to the Account. Pro must promptly inform Klervo in writing of any unauthorized access to or use of an account, or any security breaches. Additionally, Pro must ensure that each Pro User is aware of the terms outlined in this Agreement and the Privacy Policy before granting them access to the Service. Ultimately, Pro is primarily responsible for the actions and omissions of each Pro User and Free User. Pro is allowed to appoint a maximum of one hundred (100) Free Users.

Subscription Rights and Restrictions

         1. Subscription: Klervo hereby grants Pro a limited, non-exclusive, non-assignable, and non-sublicensable license and right, throughout the Term as defined in this Agreement, to perform the following activities (collectively referred to as the "Subscription"):

                   • (a) Access and utilize the Service for Pro's internal business purposes, subject to the terms and conditions outlined herein.

                   • (b) Download and use the Klervo App on devices owned or controlled by Pro Users, in accordance with the provisions of this Agreement.

The Subscription is subject to the corresponding Service Package, including any specific limitations or conditions specified in the Sales Order. Additionally, the use of the Klervo App may require acceptance of additional licensing terms, referred to as the "App End-User License Agreement (EULA)."

         2. Free Trial: Klervo may, at its discretion, offer Pro a free trial period, defaulting to a duration of 7 days unless otherwise configured by Klervo ("Free Trial" and "Free Trial Period"). The Free Trial period begins upon Pro's initiation of access or use of the Service and shall conclude at the end of the specified Free Trial Period or earlier if any of the following conditions are met:

                   • (a) Pro begins payment of the applicable Fees for continued access to the Service.

                   • (b) Pro requests the cancellation of the Subscription during the Free Trial Period.

                   • (c) Klervo, at its sole discretion, terminates the Free Trial for any reason.

Upon the termination of the Free Trial, unless Pro has elected to cancel the Subscription or Klervo has terminated the Free Trial, Pro shall be obligated to pay the applicable Fees immediately. Should Pro fail to provide payment or billing information, Pro may be required to furnish such information. Free Trials are solely for Pro's assessment of whether to transition to a paid Subscription and may not encompass all features. Klervo and its Affiliates bear no warranty, indemnity, support, or other obligations or liabilities regarding Free Trials and retain the right to terminate Free Trials at any time and for any reason.

         3. Restrictions: As a condition of the Subscription, Pro agrees not to engage in, or permit or

encourage the following actions (in whole or in part):

                   • (a) Copy, "frame," or "mirror" the Service, in violation of Klervo's intellectual property rights.

                   • (b) Sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the
                   Service to any third party, including integrating it into any time-sharing, outsourcing, or service
                   bureau arrangement.

                   • (c) Publicly perform, display, or communicate the Service, without the prior written consent of
                   Klervo.

                   • (d) Modify, alter, adapt, arrange, or translate the Service, except as expressly permitted under
                   this Agreement.

                   • (e) Reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code
                   or non-literal aspects of the Service, including its underlying structure, sequence, organization,
                   file formats, non-public APIs, ideas, or algorithms.

                   • (f) Remove, alter, or conceal any copyright, trademark, or proprietary rights notices displayed
                   on or in the Service.

                   • (g) Circumvent, disable, or otherwise interfere with security-related or technical features or
                   protocols of the Service.

                   • (h) Create derivative works of the Service or use it to develop any service or product that is
                   the same as, or substantially similar to, the Service.

                   • (i) Store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item
                   intended to damage or disrupt the Service.

                   • (j) Employ any hardware, software, device, or technique to pool connections or reduce the
                   number of devices or users accessing or using the Service in violationof the Subscription
                   scope.

                   • (k) Forge or manipulate identifiers to disguise the origin of any data or content inputted,
                   uploaded, or transmitted through the Service by Pro.

                   • (l) Take any action that imposes or may impose an unreasonable or disproportionately large
                   load on the servers, network, bandwidth, or other cloud infrastructure supporting the Service, or
                   systematically abuse or disrupt the integrity of such servers, network, bandwidth, or
                   infrastructure.

References to the "Service" in this section encompass Klervo Content as well.

         4. Reservation of Rights: It is hereby clarified that the Service, including any copies thereof, is licensed under this Agreement, and no title in or to the Software (or such copies) shall pass to Pro. Any rights not expressly granted herein are reserved by Klervo and its licensors. Except for the Subscription, Pro is granted no other right or license to the Service, whether by implied license, estoppel, exhaustion, operation of law, or otherwise.

         5. Hosting and Availability: The Service shall be hosted by a third-party hosting services provider selected by Klervo ("Hosting Provider"), and the availability of the Service shall be subject to the Hosting Provider's then-current uptime commitments. In the event that Klervo opts to host the Service internally on Klervo's own servers under this Agreement, the parties agree to engage in good faith negotiations to incorporate an addendum to address Service uptime availability, upon Pro's written request.

DATA BACKUP

The Service is not designed to function as a data storage or archiving solution, and Pro acknowledges and agrees not to utilize the Service for the storage of any Pro Content. Pro bears sole responsibility and liability for maintaining and backing up all Pro Content.

PRO CONTENT

Between Pro and Klervo, Pro bears sole responsibility and liability for all Pro Content, and agrees to indemnify and release Klervo and all Klervo Affiliates from any claims related to Pro Content, its use, and the consequences thereof, including obtaining necessary licenses, permissions, consents, approvals, and authorizations from individuals depicted therein. Pro hereby warrants that:

         • Its Pro Content does not and will not infringe, misappropriate, or violate any third party’s Intellectual Property Rights, privacy rights, or any laws.

         • Its Pro Content is not and will not be disparaging, libelous, threatening, offensive, harassing, deceptive, abusive, promoting illegal activities, or containing obscenity, pornography, or content that compromises safety, health, or national security.

         • Its Pro Content does not and will not contain any malicious items intended to disrupt the Service.

         • It has obtained and will maintain all necessary licenses, permissions, consents, approvals, and authorizations for Pro Content.

         • Pro Content is uploaded at Pro’s sole discretion and risk, unless explicitly requested or required by the Service.

         • Unless specifically requested by the Service or necessary for Service use, Pro Content will not include any Sensitive Data.

THIRD-PARTY CONTENT AND APPS

The Service may display, allow access to, or facilitate interaction with Content from third parties ("Third Party Content") and Third Party Apps not owned or controlled by Klervo. Pro may also communicate with related third parties. Klervo’s display or communication of Third Party Content or Third Party Apps does not imply sponsorship, endorsement, or affiliation between Klervo and such third parties. Klervo assumes no responsibility or liability for Third Party Content, Third Party Apps, or third-party terms of use, privacy policies, actions, omissions, or practices. Pro should review the terms of use and privacy policy of any third party before engaging with their content or apps.

FEATURES

Klervo retains the discretion to remove, modify, or introduce new Features at any time without prior notice or obligation to Pro, for any reason. Certain Features may be subject to limitations, suspension, or restrictions based on geographical, volume, duration, or other criteria established by Klervo or third-party providers. Furthermore, if Klervo determines that Pro has breached any provision of this Agreement, Klervo reserves the right to block or suspend Pro's access to specific or all Features. Klervo may, at its discretion, charge for certain Features as part of the Fees and may require additional personal, business, or general information from Pro. Pro acknowledges that Klervo's provision of a Feature does not constitute an endorsement or control over how the Feature is utilized. Each Feature may be subject to separate terms and conditions, along with additional fees, referred to as "Feature Specific Terms," which supplement this Agreement unless otherwise stated.

UPDATES AND SUPPORT

         1. Updates: References to the "Service" include any Updates provided by or on behalf of Klervo under this Agreement. While Klervo may provide Updates periodically, it is not obligated to do so. Updates will be provided in accordance with Klervo's internal policies and may be subject to limitations or restrictions determined by Klervo. Some Updates may occur automatically without notice, and Pro consents to such automatic updating or upgrading. In certain cases, Pro may need to install Updates manually. Each Update may be subject to additional terms and conditions, along with potential fees, known as "Update Specific Terms," which supplement this Agreement unless otherwise stated.

         2. Support: Klervo, its Affiliates, or subcontractors will make commercially reasonable efforts to offer technical support related to the Service through available helpdesks or online portals. If an issue pertains to a Feature provided through a Third-Party App, technical support may be provided by the relevant third-party provider.

OWNERSHIP AND LICENSES:

         1. Service; Feedback: Pro acknowledges that the Service is protected by Intellectual Property (IP) Laws, treaties, and conventions. Any rights not explicitly granted herein are reserved by Klervo and its licensors. Klervo holds sole and exclusive ownership of all Intellectual Property Rights in the Service and all Klervo Content. The trademarks "Klervo" and its logos are owned by Klervo and/or its Affiliates, while all other trademarks within the Service belong to their respective owners. Should Pro provide Klervo with feedback, ideas, or suggestions regarding the Service's performance or improvement ("Feedback"), Pro grants Klervo and its Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable, and perpetual license to utilize, modify, distribute, and commercially exploit such Feedback through any media channels (the "Feedback License").

         2. Pro Content Ownership and Licenses: Pro retains sole and exclusive ownership of Pro Content. However, Pro grants Klervo and its Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable, and perpetual license to: (a) Process Pro Content to fulfill obligations under this Agreement, including providing Pro with Service functionality and support. (b) Utilize Pro Content and Pro's Service usage on an aggregated or anonymized basis for Service improvement, analytics, research, and development purposes (the "Pro Content License").

FEES, PAYMENT, AND SERVICE PACKAGES

         1. Fees: Pro agrees to pay all fees outlined in the relevant Sales Order ("Fees"). These fees are based on the purchased Service Package, regardless of actual usage. If Klervo increases pricing, the new pricing takes immediate effect, with Klervo making reasonable efforts to provide Pro at least thirty (30) days' notice beforehand. Service Packages can either be "Default" packages available via the Site or "Customized" packages negotiated separately. Pro can upgrade or downgrade Service Packages as set out in thisTerms.

         2. Default Service Package Changes: Pro can only downgrade Default Service Packages if the Billing Cycle is monthly; no downgrades are permitted for annual Billing Cycles. Pro can upgrade Default Service Packages as desired.

         3. Customized Service Package Changes: Pro cannot downgrade Customized Service Packages. Pro may request an upgrade at any time, but no later than five (5) business days before the subsequent Billing Cycle, by submitting a Modification Request. Approval of such requests is at Klervo's discretion.

         4. Payment Terms: Payments to Klervo are made in advance and on a recurring basis (each, a "Billing Cycle"), based on the Subscription term specified in the Sales Order (monthly or annually). Pro acknowledges: (a) For monthly Billing Cycles starting after the 1st day of a given month, Fees for that month will be prorated. (b) Increased Fees for Package Upgrades are immediately due upon taking effect, with prorated adjustments for the remainder of the then-current Term if applicable. (c) If a Package Downgrade takes effect after the 1st day of a given month, Pro will not receive a pro-rated refund for that month's Fees but instead a pro-rated credit towards the subsequent month's Fees.

         5. Automatic Renewal: All Billing Cycles are automatically renewed at the beginning of each Renewal Term, unless otherwise stated. Pro acknowledges and agrees to: (a) All Fees being stated and paid in US Dollars. (b) Payment being made in advance. (c) Payments being non-refundable without the right of set-off or cancellation. (d) Accruing interest on any overdue amounts at the lesser of 1.5% per month or the highest amount permitted by applicable Law.

         6. Taxes: Pro is responsible for applicable taxes, except for taxes based on Klervo's net income. If Pro is required to withhold or deduct taxes, the amounts due to Klervo will be increased accordingly.

         7. Payment Processing: Pro must provide accurate billing information and promptly update Klervo of any changes. Pro authorizes Klervo to collect payments on a recurring basis and store credit card information for this purpose. Payment of Fees may be processed through third-party payment processing services, subject to additional terms.

         8. KlervoPay Payment Services: Pro may enable Consumers to pay for goods and services via KlervoPay. Klervo may use third-party payment processing services (e.g., Stripe). Pro agrees to be bound by the Stripe Connect Platform Agreement and other Stripe terms. Pro authorizes Klervo to disclose Account Data to Stripe and agrees to comply with Stripe's Processing Activities.

         9. Chargebacks/Reversed Transactions: Pro is solely responsible for Chargebacks and other reversed transactions, regardless of timing or reason. Klervo will charge Pro a non-refundable fee for each Chargeback.

         10. Negative Account Balances: If Pro's Account has a negative balance, it constitutes a debt owed to Klervo. Klervo may directly charge Pro's bank account or credit/debit card to cover the negative balance. Pro must enter into a repayment plan agreement if required by Klervo.

         11. Payment Disputes: Pro acknowledges that payment disputes with Consumers are between Pro and the Consumer. Klervo is not liable for any payment disputes and Pro indemnifies Klervo for any related costs or liabilities.

         12. Warranty Disclaimer and Limitation of Liability: Klervo provides Stripe Payment Services "as is" and disclaims all liability for Pro and Consumer actions or use of the Services. Klervo is not responsible for technical issues, unauthorized access, or software vulnerabilities. Klervo is not liable for any fees, penalties, or fines imposed on Pro by financial intermediaries.Sunbit-Facilitated Loans: If Pro offers Sunbit-facilitated loan products, Pro must enter into a Loan Program Agreement with Sunbit and comply with its terms. Pro agrees not to promote these loan products without executing the Loan Program Agreement. Klervo is not liable for any issues related to the Loan Program Agreement. Klervo may use third-party debt collection services to recover outstanding amounts owed by Pro. Pro is fully responsible for any commissions charged by the debt collection provider.

DISCLAIMERS

         1. The service provided by Klervo, along with any content generated by Klervo and any third-party content and applications, are provided to Pro on an "as is" and "as available" basis. This means that they are offered with all their faults, without any representation, warranty, guarantee, or condition of any kind, whether express, implied, or statutory. Klervo and its licensors and suppliers explicitly disclaim any implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, satisfactory quality, quiet possession, title, quality of service, non-infringement, or arising from a course of performance or dealing, or usage of trade.

         2. Pro acknowledges and accepts that Klervo shall not be held responsible or liable for any consequences that may arise from technical problems, including but not limited to issues related to the internet such as slow connections, traffic congestion, or overload of Klervo's or service-related servers, or any disruptions caused by telecommunications or internet providers.

         3. Furthermore, neither Klervo nor its licensors or suppliers make any representation, warranty, guarantee, or condition regarding: (A) the effectiveness, usefulness, reliability, availability, timeliness, accuracy, or completeness of the service, Klervo content, third-party apps, or third-party content; (B) the assurance that Pro's use of, or reliance upon, the service, Klervo content, third-party apps, or third-party content will meet any requirements or expectations; (C) the guarantee that the service, Klervo content, third-party apps, or third-party content will be uninterrupted, secure, error-free, or free from viruses, or that any defects in the service will be corrected; or (D) the assurance regarding the satisfaction of, or compliance with, any government regulations or standards.

LIMITATION OF LIABILITY

         1. Klervo, any Klervo affiliate, or any of their respective licensors or suppliers shall not be liable under, or otherwise in connection with, this agreement for: (A) any consequential, indirect, special, incidental, or punitive damages; (B) any loss of profits, loss of business, loss of revenue, or loss of anticipated savings; (C) any loss of, theft of, or damage to Pro content, data, networks, hardware, reputation, or goodwill; and/or (D) the cost of procuring any substitute goods or services.

         2. The combined aggregate liability of Klervo and all Klervo affiliates under, or otherwise in connection with, this agreement shall not exceed the total amount of fees actually paid by Pro (if any) to Klervo or a Klervo affiliate during the three (3) months immediately preceding the date of the event giving rise to such liability.

         3. The foregoing exclusions and limitations shall apply: (A) to the maximum extent permitted by applicable law; (B) even if Klervo or a Klervo affiliate has been advised, or should have been aware, of the possibility of losses, damages, or costs; (C) even if any remedy in this agreement fails of its essential purpose; and (D) regardless of the theory or basis of liability, including without limitation breach of warranty, negligence, misrepresentation, statutory breach, strict liability, contract, or tort.

         4. No action, regardless of form, may be brought by Pro after the earlier of: (A) 12 months after the date on which Pro becomes aware that a cause of action has arisen, or (B) the period set forth under the applicable law.

INDEMNIFICATION

If any third party, such as a regulatory or governmental authority, initiates any demand, claim, suit, action, or proceeding against Klervo, a Klervo Affiliate, and/or any of their respective directors, officers, employees, or representatives (each referred to as an “Indemnitee”), and such action is based on or arises from:

(a) Your utilization of the Service; (b) Your violation of any provision of this Agreement; and/or (c) Any demand, claim, suit, action, or proceeding brought by, or loss or damage incurred or suffered by, any Free User, Pro User, or client of Pro (collectively referred to as an “Indemnity Claim”), then, upon Klervo's written request (at its sole discretion), you agree to take full control of the defense and settlement of the Indemnity Claim.

However, Klervo reserves the right, at any subsequent time, to assume full or partial control of the defense and/or settlement of the Indemnity Claim, and in such instances, you agree to reasonably cooperate with Klervo’s defense efforts at your own cost and expense. Furthermore, you shall not settle any Indemnity Claim or admit to any liability without the express prior written consent of the Indemnitee(s).

Moreover, irrespective of whether you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against:

(e) Any costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnitee(s) in defending the Indemnity Claim; and (f) Any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim or otherwise paid in settlement of the Indemnity Claim (including, without limitation, any fines or penalties).

TERM AND TERMINATION

         1. Term Commencement: Unless specified otherwise in a Sales Order, this Agreement starts on the Subscription commencement date (as indicated in the Sales Order) and remains valid for twelve (12) months ("Initial Term"). After the Initial Term, it automatically renews for successive twelve (12) month periods ("Renewal Term"), together constituting the "Term," unless a Party notifies the other Party in writing at least thirty (30) days before the current term's expiry of its intention not to renew. Pro shall pay all Fees for each Renewal Term at its commencement as per this Agreement, and such Fees are non-refundable.

         2. Klervo's Convenience Termination: Klervo reserves the right to terminate this Agreement at any time and without notice or obligation to Pro for convenience. Pro acknowledges that Klervo bears no liability for such termination. However, if terminated, Klervo shall refund to Pro a pro-rated amount of any pre-paid and unused Fees based on the remaining Term.

         3. Klervo's Cause Termination: Klervo may terminate this Agreement immediately upon notice to Pro if Pro commits a material breach (with default of any payment obligations deemed a material breach) or upon the occurrence of certain events regarding Pro, such as appointment of a receiver not dismissed within sixty (60) days, commencement of bankruptcy proceedings not dismissed within sixty (60) days, or Pro's liquidation, dissolution, or cessation of normal business operations.

         4. Pro's Termination: Pro may terminate this Agreement at any time for convenience or any other reason by sending a termination notice to 623 W Front St Suite 1700, Hutto, TX 78634. Termination becomes effective at the current Term's end, with no charge for the subsequent Term. Pre-paid Fees are non-refundable, and all amounts under the original Term and Agreement remain due. Pro's sole remedy, and Klervo's sole liability, for any dissatisfaction or objection to this Agreement or the Service is termination as mentioned above.

CONSEQUENCES OF TERMINATION; SURVIVAL

Upon termination of this Agreement, any rights, remedies, obligations, or liabilities that have already accrued as of the effective date of termination shall remain unaffected and shall continue to be enforceable.

(a) The Subscription will automatically cease, and Pro will lose immediate access to and use of the Service. All rights granted to Pro under the Subscription shall be deemed revoked. (b) Pro’s Account and related Pro User access credentials will be terminated. Pro is responsible for promptly downloading or backing up any Pro Content stored within the Service. Klervo reserves the right to permanently delete Pro’s Pro Content from its databases and servers hosting the Service. (c) Pro must promptly settle any outstanding unpaid amounts owed to Klervo as of termination. Any fees, charges, or expenses incurred by Pro but not yet paid to Klervo shall become immediately due and payable upon termination.

Sections 9 (wnership and icenses) and ( isclaimers) through 17 (General), along with any other provisions intended to survive termination, shall indeed survive termination and remain in full force and effect.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement, including its validity, interpretation, and performance, shall be governed by and construed in accordance with the laws of the State of Texas, excluding any conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are explicitly disclaimed and shall not apply to this Agreement. Any Dispute arising under, relating to, or in connection with this Agreement (a “ ispute“) shall be exclusively resolved through arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Hutto, Texas, unless otherwise agreed by the parties in writing. Pro hereby consents to the jurisdiction and venue of the state and federal courts located in 623 W Front St Suite 1700, Hutto, TX 78634, Texas, for any actions not subject to arbitration. Pro waives any objections to jurisdiction, venue, or inconvenient forum, and agrees to accept service of process by mail or electronic means. Klervo retains the right to seek equitable relief in any court worldwide with competent jurisdiction. The parties hereby irrevocably waive their right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

17. MISCELLANEOUS

         1. Comprehensive Agreement: This document constitutes the entirety of the agreement between Klervo and Pro, covering all aspects of their arrangement and superseding any previous verbal or written agreements. It explicitly replaces any prior discussions or agreements, whether oral or written, between the two parties regarding the subject matter. Pro explicitly acknowledges that it has not relied on any statements or representations outside of what is expressly laid out in this agreement. Furthermore, in the event of any conflict between the terms and conditions outlined herein and those specified in a Sales Order, the terms of this agreement shall take precedence, unless expressly overridden by the Sales Order.

         2. Language and Electronic Contract: Both parties explicitly agree that the language of this agreement is English. Pro agrees to waive any requirements that the agreement be localized or that non-electronic signatures be obtained. Klervo reserves the right to provide Pro with copies of this agreement upon request, although Pro is encouraged to retain its own copy for reference.

         3. Klervo Affiliates: Klervo retains the discretion to delegate any obligations or exercise any rights under this agreement, either in part or in full, to its affiliates. This includes but is not limited to the delegation of invoicing responsibilities and the receipt of payments.

         4. Assignment: Klervo is permitted to assign this agreement, along with any associated rights and obligations, without requiring Pro's consent. However, Pro is explicitly prohibited from assigning or transferring this agreement, or any of its associated rights or obligations, without the express prior written consent of Klervo. Any attempted assignment in violation of this provision shall be deemed null and void.

         5. GDPR Compliance: Pro is obligated to ensure compliance with all relevant privacy and data protection laws, including but not limited to the EU General Data Protection Regulation (GDPR). This includes providing necessary notices, obtaining informed consent, and maintaining ongoing legal bases for data processing activities. Should Pro require a data processing agreement, it must download Klervo's Data Processing Agreement (DPA) from the provided source and return a signed copy to Klervo as instructed. Failure to comply with data protection laws or execute the DPA may result in Pro assuming sole responsibility for any resulting breaches or violations, including related claims and liabilities.

         6. Severability: In the event that any provision of this agreement is deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining provisions of the agreement shall remain in full force and effect. The parties agree that the court may modify the provision in question to make it legal, valid, and enforceable, or may delete specific words or phrases as necessary. This agreement shall continue to be enforceable as modified in respect of such jurisdiction.

         7. Remedies: Unless expressly stated otherwise within this agreement, no right or remedy conferred upon or reserved by any party shall be deemed exclusive. Each party's rights and remedies under this agreement are cumulative and may be exercised concurrently or separately.

         8. Waiver: The failure or delay of any party to exercise any right or remedy under this agreement shall not operate as a waiver thereof. Furthermore, any single or partial exercise of a right or remedy shall not preclude any further exercise thereof or the exercise of any other right or remedy. Any waivers granted under this agreement must be made in writing, with emails acceptable for waivers by Pro and written documents duly signed by an authorized representative of Klervo for waivers by Klervo.

         9. Relationship: The relationship between the parties is expressly defined as that of independent contractors. Nothing within this agreement shall be construed to create an employment, fiduciary, joint venture, agency, or any other similar relationship between the parties.

         10. Notices: Klervo reserves the right to send Pro notices via email, through Pro's Account, by regular mail, or through the functionality of the Service. Pro agrees to send all notices to Klervo at the specified email address unless otherwise stated in this agreement or required by applicable law.

         11. No Third Party Beneficiaries: Except for provisions explicitly providing for the rights of Klervo affiliates, no third parties shall have any rights or benefits under this agreement.

         12. U.S. Government Rights: If Pro is a U.S. government entity, its access to and use of the Service shall be governed solely by the terms and conditions of this agreement.

         13. Third Party Charges: Pro is solely responsible for any charges incurred from third-party internet or data providers in connection with its use of the Service.

         14. Export Compliance: Pro warrants that it is in compliance with all applicable export control laws and regulations. In the event of any breach of this provision or any violation of Export Control Laws in connection with the Service, Pro agrees to indemnify and hold harmless Klervo and its affiliates from any fines or penalties imposed as a result of such breach or violation. "Export Control Laws" include all relevant export and re-export control laws applicable to both Pro and Klervo, including but not limited to the Export Administration Regulations (EAR), trade and economic sanctions, and the International Traffic in Arms Regulations (ITAR).