EvergreenWorxTM SOFTWARE SUBSCRIPTION AGREEMENT

This Software Subscription Agreement is made and entered into between Accent Business Services, Inc.®, dba
Varasset (hereinafter “Varasset®”) and [customer business name], (hereinafter “Customer”).

EvergreenWorxTM software shall include Joint Use 365, and any individual component of, or a combination of
components of EvergreenWorxTM software. Software “bundles,” “industry solutions,” and other marketing terms
used to describe solutions provided by Varasset® and the family of EvergreenWorx products shall be considered
the “software” as further defined below.

BY ACCEPTING THIS SUBSCRIPTION AGREEMENT, BY SIGNATURE ON THIS SUBSCRIPTION AGREEMENT OR BY

EXECUTING A SALES ORDER THAT REFERENCES THIS SUBSCRIPTION AGREEMENT, YOU AGREE TO THESE TERMS
AND CONDITIONS. IF YOU ARE ENTERING INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF AN
ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE
TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU SHOULD NOT ACCEPT THIS SUBSCRIPTION AGREEMENT AND YOU MAY NOT USE THE
SOFTWARE.

1. DEFINITIONS
a. “Agreement” means this Subscription Agreement, including Addenda expressly incorporated into this
Subscription Agreement.
b. “Authorized User” means an individual authorized by Customer to use the Software including, but not
limited to, employees, consultants, contractors and third parties whom Customer has paid to access and
use the Software under Customer’s Subscription Agreement.
c. “Customer Data” means data and information imported or entered into the Software by Customer in
connection with its use of the Software.
d. “Customer” means the entity identified in the Sales Order(s).
e. “Documentation” means written or electronic documents, images, sound recordings and/or audiovisual
works, describing and/or specifying the Software and its operation provided or made available to
Customer and its Authorized Users by or through Varasset.
f. “Effective Date” is the earlier of the Subscription Start Date on each Sales Order or the date Customer
executes acceptance of this Subscription Agreement.
g. “Malicious Software” means any file, script, agents or programs intended to do harm such as a virus,
malware, Trojan horse, time bomb, worm or other similar harmful software.
h. “Sales Order(s)” means any order form provided by Varasset and approved by Customer and specifying
the Software including, among other things, the Customer, the number and type of Authorized Users, the
Subscription Term and the Effective Date.
i. “Software” means the EvergreenWorx software and other Varasset and third-party software and/or
electronic files provided with or incorporated into the software solution as provided by Varasset, as well
as any accompanying Documentation.
j. “Software Services” means ongoing maintenance and technical support for the Software provided to
Customer by Varasset during the Subscription Term.
k. “Subscription Term” means the period that Customer has the right to use the Software specified in the
Sales Order(s) including the Initial Subscription Term and any Renewal Subscription Terms.

2. USE OF SOFTWARE
a) Subscription. Upon acceptance of this Subscription Agreement and fulfillment of the payment obligations
and any other conditions specified in an applicable Sales Order, Varasset grants Customer a limited,
revocable, non-exclusive, personal, non-transferable, subscription-based license to access and use the
Software and Documentation during the Subscription Term, limited to the number of Authorized Users
agreed to in the Sales Order and paid by Customer.
b) No Right to Sublicense. Customer may not sub-license or transfer any of the rights licensed to Customer
by Varasset in this Subscription Agreement. Customer may not rent, lease, sell or otherwise transfer

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 Authorized User credentials or access to any third-party not affiliated with Customer and/or not subject to
Customer’s direction and control.
c) Subscriptions. Unless otherwise specified in a Sales Order: (i) access to and use of the Software is provided
solely on a paid subscription basis, (ii) additional Authorized Users may be added during a Subscription
Term at the same price as the then-current Subscription Term and prorated for the portion of that
Subscription Term remaining; (iii) any added Authorized Users will terminate on the same date as the
underlying Subscription Term; and (iv) Subscription Terms renew automatically unless otherwise specified
in the applicable Sales Order.
d) Software Access. Customer acknowledges that the Software is built upon the Microsoft Power Platform
and shall agree to all Microsoft terms and conditions. The Software will only be installed and operated on
Customer’s Microsoft Azure tenant. A high-speed Internet connection is required for proper use of the
Software. Customer is responsible for procuring and maintaining network connections that connect
Customer and its Authorized Users to the Software, including but not limited to, any internet "browser"
software that supports protocols used by the Software. Varasset is not responsible for notifying Customer
or Authorized Users of any upgrades, fixes or enhancements to Microsoft Azure, or for any compromise of
Customer Data transmitted across networks or telecommunications facilities that are owned, operated or
controlled by Customer.
e) Reservation of Rights. No rights in and to the Software or the Documentation, other than those provided
in this Subscription Agreement, express or implied, are granted by Varasset. Varasset retains all right,
title, and interest to all intellectual property created, used, or provided by Varasset for the purposes of
this Subscription Agreement, including, but not limited to, all Software and Documentation. Nothing in
this Subscription Agreement shall be construed as an assignment of any rights in or to Varasset’s
intellectual property, whether under copyright, patent, trademark, trade secrets or any other laws.
f) Customer Data. Customer is solely responsible for securing and maintaining all rights needed for Varasset
to provide the Software to Customer. All rights, title and interest in and to Customer Data are, and shall
remain, the property of Customer or Authorized Users and all intellectual property rights including
copyright, trademark, and trade secret rights in Customer Data are and will remain the property of
Customer or Authorized Users. Subject to Varasset’s confidentiality obligations, Customer hereby grants
to Varasset throughout the term of this Subscription Agreement and after the term as necessary for any
Varasset post-termination obligations to Customer, the necessary rights to use Customer Data solely as
necessary for Varasset to perform its obligations under this Subscription Agreement. Customer shall
provide Varasset, in the form and format as specified by Varasset, all Customer data reasonably required
by Varasset to provide, monitor and improve the Software. Varasset’s use of Customer Data shall be
subject to its Privacy Policy located at: https://evergreenworx.com/privacy-policy/
g) Updates. Any new or modified functionality, updates or enhancements added to the Software are subject
to the terms of this Subscription Agreement and are provided as part of the Software Services.
h) Feedback. Varasset shall own all right, title, and interest in and to all modifications, improvements or
derivatives of any part of the Software, including any resulting from Customer feedback and/or feedback
from Customer’s Authorized Users (“Feedback”). Customer acknowledges that any Feedback to Varasset
shall be owned by Varasset whether or not such Feedback is incorporated into or suggests modifications
incorporated into the Software or Documentation, and Customer hereby assigns to Varasset ownership in
any such Feedback without further action. In the event that Customer’s assignment of Feedback is held by
a court of competent jurisdiction to be invalid, then Customer hereby grants Varasset an unlimited,
irrevocable, royalty-free, worldwide license to use the Feedback for any purpose.

3. CUSTOMER’S RESPONSIBILITIES
a. General. Customer is responsible for compliance with this Subscription Agreement and shall be solely
liable for any actions by Customer’s Authorized Users and/or any person, third-party or system granted
access by Customer or any of Customer’s Authorized Users. Customer shall be solely liable for any and for
all activities that occur through its use of the Software and/or for any activities occurring through the
systems and/or credentials of Customer or any of its Authorized Users. Customer is responsible for
ensuring that its use of the Software complies with all applicable laws and regulations. Customer agrees to

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 cooperate at its own expense with Varasset to identify and resolve issues with the Software which
prevent its proper function.
b. Customer Specific Security Controls: Customer responsibilities are listed below. Varasset’s security
measures assume that Customer is adhering to the following practices:
i. Securing customer’s own operating environment including their end-user training and access, remote
connectivity, network security monitoring, data, data backups, firewalls, virus protection and anti-
malware software, cloud access, Microsoft Power Platform protocols, and all other related security
systems and protocols.
ii. Contacting Varasset for assistance, as part of their paid subscription, with any breach or data
anomaly.
iii. Physically securing their computing network, operating environment, facility, and Authorized Users.
iv. Documenting policies and procedures related to processes supported by Varasset.
v. Validating application specific configuration changes after implementation.
vi. Ensuring that only authorized and properly trained personnel are granted logical access to the
Varasset Software.
vii. Ensuring that Authorized User access abilities are commensurate with the responsibilities and
training assigned to said Authorized User.
c. Customer shall:
i. Be responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by
which Customer acquired it.
ii. Be responsible for determining whether the Software or information generated using the Software is
sufficient for its purposes.
iii. Use commercially reasonable efforts to prevent unauthorized access to the Software and
Documentation and shall immediately notify Varasset in writing of any such unauthorized access or
use.
iv. Use the Software only in accordance with the Documentation. If there is unauthorized use by anyone
who obtained access through Customer, Customer will take all steps reasonably necessary to
terminate the unauthorized use and Varasset will assist with any actions to prevent or terminate such
unauthorized use.
d. Customer shall not (by itself or through third-parties):
i. Make Software available to anyone other than Authorized Users.
ii. Interfere with or disrupt the integrity or performance of the Software or any data contained therein.
iii. Attempt to decipher, decompile, reverse engineer, translate, convert, modify or otherwise discover
the source code of the Software.
iv. Access or use any part of the Software or Documentation in order to build a competitive product or
service, or merge the Software into other software.
v. Use any of Varasset’s intellectual property except as permitted under this Subscription Agreement, a
Sales Order or the Documentation.

4. PAYMENT TERMS
a. Orders and Fees. Customer will pay all undisputed amounts specified in Sales Order(s). Sales Orders shall
include the quantity, price, description and term for all work provided. Unless otherwise specified in the
applicable Sales Order:
i. All amounts payable under this Subscription Agreement are denominated in U.S. dollars and
Customer will pay all such amounts in U.S. dollars.
ii. Fees are based on subscriptions purchased and not actual use of the Software.
iii. Quantities purchased cannot be decreased during the applicable Subscription Term.
iv. Purchases by Customer are not dependent on the delivery of any future functionality. Varasset will
provide Customer with written notice of any increase to fees at least thirty (30) days prior to the end
of any Subscription Term. For all quotations provided, prices are applicable for thirty (30) days unless
specified otherwise in the quotation.
b. Invoicing and Payment. The fees will be invoiced upon execution of the applicable Sales Order and, for
each Renewal Term, at the commencement of such Renewal Term. Unless otherwise specified on the

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 applicable Sales Order, Customer will pay all amounts due within thirty (30) days of the date of the
applicable invoice. Fees for each Renewal Term are due on the first day of such Renewal Term. Customer
is responsible for providing complete and accurate billing and contact information and promptly notifying
Varasset of any changes to such information.
c. Late Payments. Any undisputed amount not paid when due will be subject to finance charges equal to
1.5% of the unpaid balance per month or the highest rate permitted by law, whichever is less, determined
and compounded daily from the date due until the date paid.
d. Taxes. Fees do not include any taxes, levies, duties or similar assessments of any nature including value-
added, sales, use or withholding taxes (the “Taxes”). Customer is responsible for paying all Taxes under
this Subscription Agreement. If Varasset has the legal obligation to pay or collect Taxes under this section,
Varasset will invoice Customer unless Customer provides Varasset with a valid tax exemption certificate.
e. Suspension. Varasset may immediately suspend use of the Software if any of the following occurs:
i. Customer fails to make payment due within 10 business days after Varasset has provided Customer
with written notice of such failure.
ii. Customer violates this Subscription Agreement. Any suspended use of the Software by Customer
under the preceding sentence will not relieve Customer of its payment obligations. The remedies in
this Section 4(e) shall not be deemed an election of remedies or waiver of rights, and Varasset
reserves all rights and remedies at law or equity.

5. TERM, RENEWAL AND TERMINATION

a. Automatic Renewal. The Subscription Term for each subscription shall be as specified in the applicable
Sales Order. Subscriptions will automatically renew for additional periods equal to the expiring
Subscription Term or for one year (whichever is shorter)(each a “Renewal Term”) unless otherwise
provided on a Sales Order; or either party provides written notice of non-renewal at least thirty (30) days
prior to the end of the relevant Subscription Term.
b. Agreement Term and Termination. This Subscription Agreement starts on the Effective Date and
continues until all subscriptions have expired unless it is terminated earlier according to this section. A
party may terminate this Subscription Agreement for cause if any of the following occurs:
i. The other party does not cure its material breach within thirty (30) days of receiving written notice
from the non-breaching party.
ii. The other party becomes the subject of a petition in bankruptcy or other proceeding related to
insolvency.
Varasset may terminate this Subscription Agreement for cause after 30 days written notice of Customer’s
failure to timely pay undisputed amounts due under this Subscription Agreement, or immediately upon
Customer’s breach of Section 3. If this Subscription Agreement is terminated by Varasset for cause,
Customer will pay any unpaid fees covering the remainder of all Subscription Terms.
c. Effect of Termination. No refunds or credits for fees due under this Subscription Agreement will be
provided by Varasset if Customer terminates this Subscription Agreement prior to the end of all
Subscription Terms. Varasset does not retain Customer Data during normal operation. Following
termination of this Subscription Agreement, Customer shall be solely responsible for preserving and
exporting any Customer Data from the Software to Customer’s servers. Varasset will provide technical
support to Customer in this process, not to exceed five (5) hours of technical support time, if Customer
makes a written request to Varasset within thirty (30) days after such termination, and the requested
assistance is consistent with the applicable Microsoft Power Platform terms and conditions. Customer
Data is not saved or retained on Varasset servers or systems, and Varasset does not control the operation
or access of Microsoft Power Platform, so Varasset does not and cannot guarantee that Customer will be
able to retrieve Customer Data from the Microsoft Power Platform.
d. Survival. Certain sections of this Subscription Agreement shall survive termination including limitations of
liability, confidentiality, payment terms and miscellaneous.

6. CONFIDENTIALITY AND SECURITY

a. Definition. “Confidential Information” means all information disclosed by or otherwise obtained from a
party (“Disclosing Party”) to or by the other party (“Receiving Party”), whether orally, visually, or in

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 writing, that is designated as confidential or that reasonably should be understood to be confidential
given the nature of the information and the circumstances of disclosure. Customer’s Confidential
Information includes Customer Data and Customer payment information. Varasset’s Confidential
Information includes Software, services, Documentation and its other intellectual property. Confidential
Information of each party shall include the terms and conditions of each Sales Order as well as business
and marketing plans, technology and technical information, product plans and designs, and business
processes disclosed by or on behalf of such party. Confidential Information does not include any
information that:
i. Is or becomes generally known to the public without breach of any obligation owed to the Disclosing
Party.
ii. Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any
obligation owed to the Disclosing Party.
iii. Is received from a third party without breach of any obligation owed to the Disclosing Party.
iv. Was independently developed by the Receiving Party.
b. Protection of Confidential Information. The Receiving Party shall:
i. Use the same degree of care that it uses to protect the confidentiality of its own Confidential
Information of like kind (but in no event less than reasonable care).
ii. Not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the
scope of this Subscription Agreement.
iii. Limit access to Confidential Information of the Disclosing Party to those of its employees, contractors,
and agents who need such access for purposes consistent with this Subscription Agreement, have
been advised of its confidential nature and the existence and importance of this Subscription
Agreement and who have signed confidentiality agreements with the Receiving Party containing
protections no less stringent than these.
c. Disclosure of Confidential Information. All Confidential Information will remain the sole property of the
Disclosing Party and its confidentiality will be maintained and protected by the Receiving Party with the
same degree of care as the Receiving Party uses for its own confidential and proprietary information, but
in no event, less than a reasonable degree of care. The Receiving Party will not use the Confidential
Information except as necessary to fulfill its obligations or to enhance the experience under this
Subscription Agreement, nor will it disclose such Confidential Information to any third party during the
term of this Subscription Agreement and for three years after its termination, without the prior written
consent of the Disclosing Party. The Receiving Party may disclose Confidential Information of the
Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party
prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at
the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. Upon the request of
the Disclosing Party, the Receiving Party will collect and surrender, or confirm the destruction or non-
recoverable data erasure of, all Confidential Information and all copies thereof, regardless of form, and
any such destruction will be certified in writing to the disclosing party by an authorized officer of the
receiving party supervising such destruction. The restrictions on the use or disclosure of any Confidential
Information will not apply to any Confidential Information:
i. After it has become generally available to the public without breach of this Subscription Agreement
by the Receiving Party.
ii. Is rightfully in the Receiving Party's possession prior to disclosure as evidenced by competent written
proof.
iii. Is independently developed by the Receiving Party without reliance on the Confidential Information.
iv. Is rightfully received by the Receiving Party from a third party without a duty of confidentiality.
v. Is disclosed under operation of law, but only to the extent of such disclosure as required by law. If the
Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part
of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting
the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of
compiling and providing secure access to such Confidential Information.
d. Notification of data breach. If a substantive breach of the security of any of Customer’s systems occurs,
Customer will notify Varasset verbally, within one business day, and in writing within five (5) business

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 days. Varasset will provide commercially reasonable technical support to Customer’s efforts to secure and
recover its systems to the extent of restoring and/or reinstalling the Software and resetting Customer’s
credentials. Varasset does not thereby assume any liability for such breach and/or recovery.

7. WARRANTIES AND DISCLAIMERS

a. Warranties. Each party represents and warrants to the other that it has validly entered into this
Subscription Agreement and has the legal power to do so. Varasset warrants that:
i. When under Varasset’s possession and control, Varasset shall use industry standard safeguards to
protect Customer Data.
ii. The Software will perform materially in accordance with the Documentation.
iii. Varasset will not materially decrease overall functionality of the Software.
iv. The Software and Documentation do not infringe the intellectual property rights of any third-party.
v. The Software shall be free from all liens or other encumbrances.
vi. The Software shall be free of Malicious Software.
b. Disclaimers. Except as provided in Section 7 a), Varasset and its affiliates and agents:
i. Expressly disclaim any and all warranties, whether express or implied, including but not limited to
warranties of merchantability, noninfringement, fitness for a particular purpose, title, quality, and
accuracy.
ii. Do not warrant that the Software will be uninterrupted, error-free, or that any information, software,
or other material accessible or provided through the Software is accurate, complete or free of viruses
or other harmful contents or components.
iii. Shall in no event be liable for any inaccuracy, error, omission, or loss, injury or damage (including loss
of data) caused in whole or in part by failures, delays, or interruptions of Software or Documentation.
c. Disclaimer Regarding Cyberattack. Although Varasset incorporates commercially reasonable and industry-
accepted security protocols into the Software and Varasset’s computer systems, Varasset is not a
cybersecurity service and the Software is not cybersecurity software. Varasset does not control or
monitor Customer’s external connections, cloud accounts, Microsoft Power Platform servers or
Customer’s workstations and other computers or devices. Varasset disclaims any Customer reliance on
Varasset’s opinions or advice regarding cybersecurity, beyond the specified security protocols
implemented by Varasset in the Software and Documentation. Varasset cannot guarantee that the
Software will be immune to cyberattack. Varasset disclaims any express or implied warranty, guaranty or
liability arising from any ransomware attack, cybertheft, or other cyberattack or cybercrime.

8. MUTUAL INDEMNIFICATION
a. Indemnification by Varasset. Varasset shall indemnify, defend and hold harmless Customer and its
principals, trustees, employees and agents (each an “Indemnified Party”) against any claim, demand, suit,
or proceeding made or brought against an Indemnified Party by a third party alleging that the authorized
use of the Software infringes or misappropriates the intellectual property rights of the third party
(“Claim”) and shall indemnify the Indemnified Party for any damages finally awarded against the
Indemnified Party, including reasonable attorney’s fees incurred by the Indemnified Party in connection
with defending such Claim; provided, that Customer:
i. Promptly gives Varasset written notice of the Claim.
ii. Gives Varasset sole control of the defense and settlement of the Claim (provided that Varasset may
not agree to any admission of liability on the part of Customer unless Customer agrees to and
approves such admission).
iii. Provides all reasonable assistance at Varasset’s expense. Varasset shall have no obligation to
indemnify, defend or hold harmless any Indemnified Party if such claim arose from any use,
modification, translation, decompilation, reverse engineering or transfer of the Software or
Documentation, or any part thereof, not authorized by this Subscription Agreement.
b. Indemnification by Customer. Customer shall indemnify, defend and hold harmless Varasset and its
principals, trustees, employees and agents (each an “Indemnified Party”) against any claim, demand, suit,
or proceeding made or brought against an Indemnified Party by a third party and arising from or related
to Customer’s operations, negligence, misconduct, actions or inactions, or any use of the Software or

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 Documentation not authorized by this Subscription Agreement or breach of this Subscription Agreement
(“Claim”) and shall indemnify Varasset for any damages finally awarded against Varasset arising out of the
Claim, including reasonable attorney’s fees incurred by Varasset in connection with defending such Claim;
provided, that Varasset.
i. Promptly gives Customer written notice of the Claim.
ii. Gives Customer sole control of the defense and settlement of the Claim (provided that Customer may
not agree to any admission of liability on the part of Varasset unless Varasset agrees to and approves
such admission).
iii. Provides all reasonable assistance at Varasset’s expense.
c. Exclusions. Varasset will have no obligation under this section for any Claim to the extent that it arises out
of or is based upon:
i. Use of the Software in combination with other products or services if such infringement or
misappropriation would not have arisen but for such combination.
ii. Use of the Software by Customer for purposes not intended or outside the scope of the license
granted to Customer.
iii. Customer’s failure to use the Software in accordance with instructions provided by Varasset, if the
infringement or misappropriation would not have occurred but for such failure.
iv. Any modification of the Software not made or authorized in writing by Varasset where such
infringement or misappropriation would not have occurred absent such modification.
d. Remedy. If Customer’s use of Software is, or in Varasset’s reasonable opinion is likely to become, enjoined
or materially diminished as a result of a Claim, then Varasset will, at its sole option, either:
i. Procure the continuing right of Customer to use the Software.
ii. Replace or modify the Software in a functionally equivalent manner so that it no longer infringes.
iii. Terminate this Subscription Agreement and refund to Customer all unused subscription fees paid by
Customer with respect to such Software. This section states Varasset’s sole and exclusive liability, and
Customer’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of
any third-party intellectual property right.

9. LIMITATIONS OF LIABILITY
a. Disclaimer of Indirect Damages. Notwithstanding anything to the contrary contained in this Subscription
Agreement, Varasset shall not have any liability to Customer or its Authorized Users or any client of
Customer for any damages caused by.
i. The use or inability to use any Software, or Documentation.
ii. The cost of procurement of substitute goods or services.
iii. Accuracy of data transferred to any other software or service.
iv. Instances in which Customer Data stored or communicated is accessed by third-parties through illegal
or illicit means, including without limitation situations in which Customer data is accessed through
the exploitation of security gaps, weaknesses or flaws that may exist.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR LOST PROFITS, OR FOR
ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES
HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
b. CAP ON LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF SECTION 8 (Mutual Indemnification), IN NO
EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS
SUBSCRIPTION AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER HEREUNDER IN THE TWELVE
(12) MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT
OBLIGATIONS UNDER SECTIONS 4 AND 5.
c. Independent Allocations of Risk. Each provision of this Subscription Agreement that provides for a
limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this
Subscription Agreement between the parties. This allocation is reflected in the pricing offered by Varasset
to Customer and is an essential element of the basis of the bargain between the parties. Each of these

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 provisions is severable and independent of all other provisions of this Subscription Agreement. The
limitations in this section will apply notwithstanding the failure of essential purpose of any limited remedy
in this Subscription Agreement.

10. GENERAL
a. Relationship. The parties are independent contractors and this Subscription Agreement does not create a
partnership, franchise, joint venture, agency or employment relationship between the parties.
b. Assignability. Either party may assign this Subscription Agreement without the other party’s prior written
consent in the case of a merger, acquisition or other change of control.
c. Notices. Except as otherwise provided herein, all notices to the parties shall be sent to the addresses
listed on the Sales Order. All notices must be made either via email, conventional mail, or overnight
courier. Notice sent via conventional mail, using registered mail, is deemed received four business days
after mailing. Notice sent via email or overnight courier is deemed received the second day after having
been sent. Varasset may broadcast notices by email, or by posting notices or messages on Varasset’s web
site to inform Customer of changes to the Software, or other matters of importance.
d. Force Majeure. Except for payment obligations for Services rendered, neither party shall be liable in
damages or have the right to terminate this Subscription Agreement or any Sales Order for any delay or
default in performing hereunder if such delay or default is caused by conditions beyond its control
including but not limited to force majeure, government restrictions (including the denial or cancellation of
any export of other necessary license), wars, insurrections, and/or any other cause beyond the reasonable
control of the party whose performance is affected (including mechanical, electronic, internet service
provider, or communications failure). For pre-paid Subscription Fees, if a force majeure event renders the
Software entirely unusable or inaccessible to Customer for greater than thirty (30) days and Customer
provides prompt written notice to Varasset, then Varasset may extend the Term for an equivalent amount
of time after the force majeure event terminates.
e. Waiver. The waiver by either party of any breach of any provision of this Subscription Agreement does not
waive any other breach. The failure of any party to insist on strict performance of any covenant or
obligation in accordance with this Subscription Agreement will not be a waiver of such party’s right to
demand strict compliance in the future.
f. Construction and Severability. This Subscription Agreement shall be construed without regard to the party
or parties responsible for the preparation of the same and shall be deemed as prepared jointly by the
parties. Any ambiguity or uncertainty existing herein shall not be interpreted or construed against any
party. Should any term and condition hereof be declared illegal or otherwise unenforceable, it shall be
severed from the remainder of this Subscription Agreement without affecting the enforceability of the
remaining portions.
g. Governing Law. This Subscription Agreement and all matters arising out of or relating to this Subscription
Agreement, shall be governed by the laws of the state of Washington, and the U.S., without regard to
conflicts of law. Exclusive jurisdiction and venue for any lawsuit or legal action arising under this
Subscription Agreement shall be in Clark County, Washington, or in the U.S. District Court for the Western
District of Washington (Tacoma Division) if involving claims with Federal subject matter jurisdiction. The
Parties hereby waive objections to personal jurisdiction and venue in Clark County and/or the Western
District of Washington.
h. Entire Agreement. This Subscription Agreement and the exhibits or attachments, if any, constitutes the
entire Agreement between the parties hereto regarding Customer’s use of the Software and supersedes
all prior agreements, representations, arrangements and understandings, whether oral or written, express
or implied, with respect to the subject matter. In the event of conflict or inconsistency among the
following documents, the order of precedence is: 1) Sales Order, 2) Agreement, 3) Documentation. These
terms and conditions apply to future purchases of products and services by Customer from Varasset.