1. Definitions

"Customer" shall mean Customer or its relevant Affiliates.

"CXAS" shall mean CX Advanced Solutions LLC, a Utah limited liability company, or its relevant Affiliates.

“CXAS Services” shall mean implementation services and support services provided directly by CXAS as specified in the Statement of Work

“Services” shall refer collectively to CXAS Services and Third Party Services.

“Service Provider” shall mean Cisco Systems, Inc. or such other designated third party service provider.

“Service Order Form” or “SOF” shall mean the service order from between the Customer and CXAS for Services.

“Term” shall mean any period of time Customer is receiving Services.

“Third Party Services” shall mean being provided by Service Provider as specified in a Service Order Form and/or Statement of Work.

2. Scope and Applicability

These terms apply to Customer’s purchase from CXAS of the following services:

(a)Third Party Services

(b)CXAS Services

3. Third Party Services

Customer is receiving the right to use software and systems from the Service Provider through a license.

CXAS is an authorized reseller of licenses, services, and hardware on behalf of Service Provider and has authority to sell the licenses and pass through any applicable warranty of Service Provider.

The use of the Service Provider software and systems is subject to Service Provider’s terms and conditions.

CXAS is not responsible for any claims, losses, or damages arising from or related to the Service Provider’s software and systems unless any such claim, loss, or damage arises from or is caused by an act or omission of CXAS.

4. Relationship

CXAS at all times shall be an independent contractor, and not an employee of Customer, within the meaning of all federal, state, and local laws and regulations governing employment insurance, workers' compensation, industrial accident, labor, and taxes.

5. Term

These General Terms shall be applicable during the Term.

Except in the case of a material breach by CXAS that is not cured within 60 days of written notice from Customer, CXAS Services may not be cancelled prior to the end of the license period as stated on the Customer’s Service Order Form.

In the case of a termination for a material breach, CXAS shall work in good faith with the Customer and Service Provider to move the Customer’s licensing to another sales partner of the Service Provider.

6. Ownership of Intellectual Property

Unless agreed in writing, there is no transfer of ownership in any intellectual property rights. Customer retains ownership of Customer content, and CXAS retains ownership of CXAS content.

7. Suspension of Service

CXAS may suspend the Services being provided to the Customer in the following circumstances:

(a)Customer fails to make any payment when due and such failure continues for fifteen (15) calendar days after written notice from CXAS;

(b)Customer fails to observe or perform any other material term of any agreement with CXAS or Service Provider and such failure continues for thirty (30) calendar days after written notice from CXAS;

(c)Customer’s use of the Services violates any applicable laws;

(d)CXAS is legally required to suspend Services;

(e)Customer’s use of the Services poses a security risk to the Services or any third party, or may subject CXAS or any third party to liability;

(f)the occurrence or threat of any other event or circumstance for which CXAS reasonably believes that suspension of Services is necessary to protect the CXAS’s or a third-party’s network, systems, or customers.

In the case of (c), (d), (e), and (f), CXAS will provide prompt notification to the Customer and use commercially reasonable efforts to restore Services as soon as possible.

8. Mutual Indemnity

To the maximum extent permitted by applicable law, each party (each an "Indemnifying Party") shall indemnify, defend and hold harmless, individually and collectively, the other party (each an "Indemnified Party") from any third-party Claims, to the extent arising out of any third-party claims, demands, actions, damages, fines, judgments, expenses and costs (including attorneys' fees) (collectively the "Claims") to the extent arising out of or related to:

(i)Customer's misuse of the Services or uses the Services in a manner not permitted under the Service Provider's Terms and Conditions or CXAS's implementation of the Services;

(ii)the violation of any applicable laws by the Indemnifying Party, including any claims for libel, slander, infringement of contractual rights, intellectual property rights (including patent, trademark, copyright, and trade secret rights);

(iii)rights of privacy, and rights of publicity and personality and/or any breach of Confidentiality Obligations;

(iv)gross negligence, willful misconduct and/or fraud;

(v)a breach of any representation, warranty and/or covenant hereunder; and

(vi)any claim, demand, action, or charge by any person to the extent arising out of his or her employment with the Indemnifying Party, any application for such employment, or the termination thereof.

The Indemnifying Party's obligation to assume, protect, defend, indemnify, and save the Indemnified Party harmless shall extend to the Indemnified Party's affiliates, officers, directors, employees and/or agents (collectively the "Indemnified Parties") and shall continue for so long as the Indemnified Parties may be subjected to claims or suits calling for such obligations provided.

The Indemnifying Party's obligations under this Section are contingent upon the:

(i)Indemnified Party providing prompt written notice to the Indemnifying Party of any such claim; provided, however, that failure to promptly notify the Indemnifying Party shall not relieve the Indemnified Party of its obligations under these General Terms except to the extent that the Indemnifying Party can show damages caused by the failure;

(ii)the Indemnifying Party having the right to exercise reasonable control over any litigation within the scope of this indemnity; provided, however, that the Indemnified Party shall have the right to participate in any such litigation insofar as it concerns claims against it at its own expense; and

(iii)if a settlement imposes an obligation or restriction on the Indemnified Party, or requires the Indemnified Party to make an admission, the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into the settlement.

The Indemnified Party shall furnish the Indemnifying Party with reasonable assistance in the defense of any such claim, so long as it is at the Indemnifying Party's expense and if there is any reimbursement of expenses, the Indemnifying Party shall pay the Indemnified Party's reasonable out-of-pocket expenses within ten (10) calendar days of such Indemnified Party submitting such expenses to the Indemnifying Party.

9. Customer’s Representations and Warranties

Customer hereby represents and warrants that the following statements are true, complete, and accurate on and as of the commencement of the Services:

(a)Customer’s primary business address is in the United States;

(b)Customer possesses the legal right, capacity, and ability to enter into these General Terms and applicable Service Order Form; and

(c)All information provided in connection with Customer’s CXAS account are true and correct. The warranties set forth in this Section shall survive termination of these General Terms.

10. CXAS’s Representations and Warranties

CXAS hereby represents and warrants that the following statements are true, complete, and accurate on and as of the commencement of the Services:

(a)CXAS has authority to sell the third party licenses;

(b)CXAS, to the maximum extent possible, will transfer all Service Provider warranties to Customer;

(c)any CXAS Services will be done in a commercially reasonable manner.

CXAS disclaims the following express and/or implied warranties:

(a)merchantability and/or fitness for a particular purpose of Third Party Services;

(b)that Third Party Services will function without failure, delay, interruption, error, or loss of content, data, or information; and

(c)that the Third Party Services will meet the needs of customer.

CXAS does not authorize anyone, including but not limited to its employees, agents, or representatives, to make a warranty of any kind on its behalf and Customer should not rely on any such statement. This section does not limit any warranties provided by the Service Provider.

11. Limitation of Liability

Excluded Liability. Neither party, including affiliates, vendors, suppliers, distributors, subcontractors, agents, or other representatives (“Affiliate(s)”), shall be liable for any:

(a)indirect, incidental, special, punitive or consequential damages;

(b)replacement costs, or any loss of revenue or profits, content, data, or data use.

Liability Cap. Either party’s aggregate liability for all damages arising out of or related to the Services, whether in contract, tort, or otherwise, shall in no event exceed the total amounts actually paid or payable to CXAS in the 12 month period immediately preceding the event giving rise to a claim subject to this section. This cap is cumulative for all claims (not per incident) and applies collectively to each party and its Affiliates (not per Affiliate).

12. Confidentiality and Data Protection

“Confidential Information” means information, data, personal identifying information, or any other information that is confidential and proprietary to the disclosing party.

In providing CXAS Services, CXAS does not have the ability to access, view, or store Customer’s Confidential Information. CXAS’s only access point to Customer’s Confidential Information is if it is directly provided to CXAS by Customer. To the extent CXAS is provided such information, or Customer is provided CXAS’s Confidential Information, parties agree to do the following:

(a)maintain the confidentiality of Confidential Information of the other Party and not disclose such Confidential Information to third parties, except as permitted under these General Terms;

(b)use Confidential Information of the other Party only as authorized by the other Party;

(c)promptly notify the other Party in writing of any actual or suspected loss or unauthorized access to, or use or disclosure of, the other Party’s Confidential Information of which it becomes aware;

(d)use at least the same level of protection against unauthorized use, access and disclosure that such Party customarily accords to its own information of a similar nature;

(e)Promptly following the termination of these General Terms for any reason, destroy, or deliver (as requested by the disclosing Party) to the disclosing Party all Confidential Information received in connection with the services (other than any Confidential Information that is the subject of a license to the receiving Party under these General Terms that extends beyond the Term of these General Terms).

The restrictions on use and disclosure set forth above shall not apply to the extent that the Confidential Information (other than personally identifiable information):

(i)is or becomes generally known through no fault of the receiving Party (or anyone acting on its behalf);

(ii)was previously rightfully known to the receiving Party free of any obligation to keep it confidential;

(iii)is subsequently disclosed to the receiving Party by a third party who may rightfully transfer and disclose such information without restriction and free of any obligation to keep it confidential;

(iv)is independently developed by the receiving Party or a third party without reference to the Confidential Information; or

(v)is required to be disclosed by the receiving Party as a matter of law, provided that the receiving Party shall have given the disclosing Party reasonable prior notice of such proposed disclosure so that the disclosing Party may seek a protective order with respect to the use and disclosure of such information. Nothing contained in this Section shall be construed as limiting or diminishing in any respect (A) the scope of any licenses granted under these General Terms or (B) Customer’ right to utilize Deliverables created pursuant to these General Terms.

CXAS has in place and will maintain, enforce, and comply with, throughout the Term, a comprehensive information security program that includes physical, electronic, and procedural safeguards and security controls to maintain and protect the confidentiality, integrity, and availability of customer data and Confidential Information.

Such safeguards, security provisions and controls:

(i)shall comply with the applicable security standards, criteria and requirements of all applicable laws and regulations; and

(ii)shall be in compliance with the security policies and procedures of CXAS and its Affiliates and subcontractors relevant to the Services (which policies and procedures shall be promptly provided to Customer upon request).

CXAS shall notify Customer as soon as possible upon discovery or notification of any actual or reasonably suspected security breach (i.e., unauthorized access, use, disclosure, alteration or destruction) with respect to Customer Confidential Information (a “Security Breach”). CXAS shall provide Customer with a detailed description of the incident, the type of data that was the subject of the Security Breach, the identity of the affected individuals, and any other information Customer may reasonably request concerning the details of the Security Breach, as soon as such information can be collected or otherwise becomes available.

CXAS may use artificial intelligence (“AI”) and machine learning tools internally to support the delivery, maintenance, monitoring, security, support, and improvement of the CXAS Services, including for operational efficiency and customer support workflows.

CXAS will not disclose Customer Confidential Information or Customer Data to third-party AI providers for the purpose of training generalized or publicly distributed machine learning models.

Any AI tools used in connection with the Services will be subject to CXAS’ confidentiality, security, and data protection obligations.

CXAS will implement reasonable administrative, technical, and organizational safeguards designed to protect Customer Data processed through such tools.

Nothing contained in this Section shall be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to the Confidential Information of the other Party. Nothing contained in this Section shall be construed to limit or diminish in any manner any license granted to Customer under these General Terms or any license agreement.

13. Insurance

Parties agree throughout the Term of these General Terms and, with respect to insurance carried on a claims made basis, until the expiration of the appropriate statute of limitation, to maintain insurance at commercially reasonable limits in line with industry standards.

14. General Provisions

Assignment. Neither party may, without the other party’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed, assign the Services or licenses, except that in the event of a sale of the assets or membership interests of CXAS, CXAS may assign a portion of or all its interests.

Notices. Any notice shall be sent via a nationally recognized carrier and via email. Notices shall be deemed delivered upon the date it is actually received or is refused by the receiving party. All notices to should be sent to the following address:

If to CXAS: CX Advanced Solutions LLC

3450 North Triumph Boulevard

Suite 102

Lehi, UT 84043

ATTN: Legal

Legal@cxsol.com

Customer: At the address on file with CXAS

Binding Effect. These General Terms shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors, and permitted assigns. Any additional or different terms or conditions in any form delivered by Customer are hereby deemed to be material alterations and are rejected by CXAS. Any terms or conditions on the Customer’s purchase order, or other such similar form, that are different from or in addition to the terms of these General Terms shall not be binding on the parties, even if signed and returned.

Waiver. No waiver by any party of any right or remedy shall be deemed to be a waiver of any other or subsequent right or remedy. No waiver of any term shall be valid unless affirmed in writing.

Governing Law. The relationship between the parties shall be governed and construed in accordance with the laws of the State of Delaware without regard to choice of law rules. Litigation respecting the terms or enforcement of these General Terms shall only be brought in a court of competent jurisdiction in the State of Delaware. Except in the case of nonpayment by Customer, neither party may institute any action in any form arising out of these General Terms more than one year after the cause of action has arisen.

Severability. If any of the General Terms shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the General Terms shall not be affected and each other General Term shall be valid and enforceable to the fullest extent permitted by law.

Force Majeure. Except for payment obligations, neither party shall be liable to the other for damages (including liquidated damages) if such party’s performance is delayed due to natural disasters or other Acts of God (herein each called a “Force Majeure”). In such event, the affected party shall promptly notify the other of the delay and its likely duration.

Survival. The termination or expiration of these terms will not affect any provisions which, by their nature, survive termination or expiration, including the provisions that deal with the following subject matters: payment obligations, confidentiality, privacy and security, ownership of intellectual property, intellectual property indemnity, performance standards, liability, termination, and the general provisions.