Master Service Agreement

Master ServiceAgreement: Version 202209.2

1. GENERAL

1.1 MASTER SERVICE AGREEMENT. This Master ServiceAgreement (“MSA”) governs your access to and use of CataBoom services including the CataBoom Platform and any other services, plans, features, products, content, applications, software, maintenance, and training offered by us from time to time (collectively the “Services”) identified in one or more CataBoom sales order documents (“Sales Order” or “Sales Orders” or "Statement of Work") or made available by us from time to time.

1.2 ACCEPTANCE. By using or visiting the Services, you your Users accept and agree to be bound by (1) this MSA, (2) all Sales Orders which are incorporated herein by reference and (3) our PrivacyPolicy, found at www.cataboom.com/privacy-policy/ (the “Privacy Policy”) which is incorporated herein by reference (collectively referred to as the “Agreement”).This Agreement constitutes a binding agreement between the Customer (“Customer,”“you,” and “your”) and CataBoom Technologies, LLC operating as CataBoom(“CataBoom,” “us,” “we,” and “our”). This Agreement represents the parties’ entire understanding regarding the Services and shall govern over any prior oral or written agreement or discussions or different or additional terms or conditions of any purchase order, invoice or other non-CataBoom document. No other terms or conditions of any purchase order, invoice or other non-CataBoom ordering document shall apply to the Services, unless agreed to in writing by both parties.

1.3 PLEASE BE AWARE THAT WE RESERVE THE RIGHT TO MODIFY THE SERVICE OR AGREEMENT AT ANYTIME AND TO SUSPEND OR TERMINATE THE SYSTEM OR AGREEMENT AT ANY TIME. ALL CHANGES ARE EFFECTIVE IMMEDIATELY WHEN WE POST THEM AND APPLY TO ALL ACCESS TOAND USE OF THE SYSTEM THEREAFTER.  YOUR CONTINUED USE OF THE SYSTEM FOLLOWING THE POSTING OF REVISED TERMS OF USE MEANS THAT YOU ACCEPT AND AGREE TO THE CHANGES. YOU ARE EXPECTED TO CHECK THIS PAGE EACH TIME YOU ACCESS THIS SYSTEM SOYOU ARE AWARE OF ANY CHANGES, AS THEY ARE BINDING ON YOU.

2. OUR SERVICES

2.1 SUBSCRIPTION SERVICES. Unless otherwise provided in a Sales Order, Services are purchased byCustomers as subscriptions. Subject to your compliance with this Agreement, CataBoom grants you a revocable, non-transferable, non-exclusive, worldwide right to access and use the Services during the term set out in the applicableSales Order (“Subscription Term”). You are responsible for obtaining and maintaining all hardware, software, and third-party services necessary to connect to, access and use the CataBoom Services.

2.2 CATABOOM ACCOUNTS. In order to use the Services, you will have to register and create anAccount with us and provide one or more names, email addresses, and passwords(each a “CataBoom ID”). CataBoom IDs are Confidential Information and you are responsible for maintaining the confidentiality of your CataBoom IDs.CataBoom ID’s may not be shared by more than one User at any one time but maybe transferred between Users as necessary during the Subscription Term. You are responsible for any and all activity that occurs on your Account. If you suspect any unauthorized use with your Account, you must notify us immediately.

2.3 USAGE LIMITS. Services that we provide are subject to usage limits and restrictions.Each Sales Order shall set out specific usage limits for the applicableServices. You agree to use the Services within the usage limits set out in theSales Order and that you are solely responsible for ensuring that you do not exceed the limits and restrictions. Extra charges will apply if you exceed any usage limits at the rate included in the applicable Sales Order.

3. FEES AND PAYMENT

3.1 FEES. You agree to pay all fees set out in a Sales Order. All fees are non-cancellable and non-refundable, other than: (i) as expressly set out in this Agreement; (ii) as determined in CataBoom’s sole discretion; or (iii) as required by Applicable Law. For the avoidance of doubt, you shall not be entitled to any refund in the event of a cancelled subscription or unusedServices. Unless otherwise agreed between you and us, payment may be made by bank transfer. Credit card payments will be subject to an additional 3% service fee and will be processed on the first day of each month (on a pro-rated basis if necessary).

3.2 PAYMENT TERMS. Unless otherwise set out in the Sales Order, Services fees are payable annually in advance within thirty (30) days after the date of invoice. All fees are exclusive of taxes, levies or duties imposed by taxing authorities(collectively “Taxes”), and Customer shall be responsible for payment of all such Taxes (excluding taxes based on CataBoom’s income), even if such amounts are not listed on a Sales Order. All fees are payable in U.S. Dollars or in such other currency as agreed to in writing by the parties without set-off or deduction.

3.3 OVERDUE CHARGES. Unpaid invoices that are not the subject of a written good faith dispute are subject to interest at a rate of 1.5% per month on the outstanding balance, or the legal maximum interest rate, whichever is lower, plus all reasonable expenses of collection, in addition to any other remedies we may have.

3.4 SUSPENSION RIGHTS. We reserve the right to immediately suspend the Services if: (i) the billing or contact information provided by you is false or fraudulent; (ii) you fail to make any payment due within 10 business days after we have provided you with notice of such failure or (iii) violation by Customer of Section 5.5. Any suspension of the Services by us under this section shall not relieve you of your payment obligations under this Agreement. We will not be liable to you nor to any third party for any suspension of the Services.

4. CATABOOM CONTENT AND LICENSE

4.1 CATABOOM CONTENT. The Services contain Content, Documentation, and Software owned by CataBoom, its suppliers or licensors (“CataBoom Content”). CataBoom, its suppliers and licensors, own and retain all rights, including all intellectual property rights, in and to the Services and the CataBoom Content.

4.2 OWNERSHIP AND LICENSE. The Services and CataBoom Content are licensed and not sold to you. All rights not expressly granted to you in this Agreement are reserved and retained by us. We grant you a limited, revocable, sub-licensable license to access and use the CataBoom Content in connection with using the Services during the Subscription Term. Except as contemplated by this Agreement and theDocumentation, no Services, nor any part of any Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our written consent. You may use the Services only as permitted by Applicable Law. The licenses granted by CataBoom may be terminated immediately without notice if you breach this Agreement.

4.3 THIRD PARTY SERVICES. The SubscriptionService may contain features or functionality designed to interoperate and/or integrate with software, applications or services that are provided by a Person other than CataBoom (e.g., CataBoom applications) (“Third Party Services”).To use such features, Customer may be required to obtain access to such ThirdParty Services from their providers (which may require Customer to pay fees to the provider of such Third Party Services). If the provider of any such ThirdParty Services ceases to make the Third Party Services available for interoperation with the corresponding Subscription Services features or functionality, CataBoom may cease providing such features or functionality without entitling Customer to any refund, credit, or other compensation.

4.4 RESTRICTIONS. Customer shall not (and shall not permit others to): (i) license, sub-license, sell, transfer, distribute or share the Services or CataBoom Content or make any of them available to any third parties; (ii) create derivative works based on, build upon, or otherwise modify the Services or CataBoom Content without express written consent from CataBoom; (iii) disassemble, reverse engineer order compile the Services or Software or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with theServices; (iv) access the Services or CataBoom Content in order to develop a competing product or service; (v) use the Services or CataBoom Content to provide a service for others that is not contemplated by this Agreement or theDocumentation; (vi) use the CataBoom Platform to operate more or different types of applications than permitted under the applicable Sales Order; (vii)remove or modify a copyright or other proprietary rights notice on or in theServices or CataBoom Content; (viii) violate any Applicable Law; (ix) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by theServices; (x) intentionally include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services; (xi) intentionally cause a computer to malfunction, regardless of how long the malfunction persists; or (xii) alter, disable, or erase any computer data, computer programs or computer software without authorization.

4.5 FEEDBACK. Customer grants to CataBoom a worldwide, perpetual, irrevocable, royalty-free license and permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided byCustomer.

4.6 MODIFICATIONS. We are entitled to modify or update the Services from time to time in order to adapt it technically, to change menus or layouts or to expand or limit functionality in a way that does not materially alter the Services.

5. CUSTOMER CONTENT AND LICENSE

5.1 CUSTOMER CONTENT. As a CataBoom Account holder, you and/or your Users may submit and publish Content on the CataBoom Platform (“Customer Content”). CustomerContent is the Content that you upload to the Services. CataBoom and theServices are passive conduits of the Customer Content. You are exclusively responsible for all Customer Content and the consequences of submitting and publishing your Content on the Services. We do not verify the accuracy, quality, content or legality of Customer Content. We may, but are under no obligation to, monitor, view, or analyze any Customer Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with Applicable Laws. CataBoom will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with CustomerContent.

‍ 5.2 RESPONSIBILITY TO OBTAIN IP CONSENTS. You and/or your Users are responsible for obtaining all necessary consents, licenses and waivers required to create, record, submit, publish and useCustomer Content in connection with the Services. These may include, but is not limited to, consents, licenses and waivers from: (i) copyright owners, artists, actors, directors, performers, writers, producers or any other individuals appearing in Customer Content; (ii) public performance rights collection organizations and (iii) the owners of musical compositions and sound recordings embodied in the Customer Content. In addition, you are responsible to pay all applicable royalties, fees and other amounts owing to any Person in connection with the use of any Customer Content including payments to any labor unions, guilds and public performance rights collection organizations.

5.3 OWNERSHIP AND LICENSE. As between you and us, you retain all rights of ownership in the Customer Content. By uploading, displaying, or publishing your Content to theServices, you grant us a worldwide, royalty-free, fully paid-up, non-exclusive, sub-licensable, and transferable license to use, reproduce, distribute, display, personalize and reformat your Content for the sole purpose of providing theServices. This license allows us to: (i) deliver Customer Content in accordance with the preferences set by Customer utilizing the CataBoom Platform; (ii)secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of Customer Content; (iii)use, enhance, personalize, exhibit, broadcast, publish, publicly display, distribute, promote, copy, store, and/or reproduce (in any form) CustomerContent on or through the Services; and (iv) utilize Customer Content to test CataBoom’s internal technologies and processes. You also grant us and allow us to grant each Player or other user of the Services, a non-exclusive license to viewCustomer Content through the Services. We reserve the right to retain (but not display, distribute, or publish) server copies of Customer Content that have been removed or deleted from the Services for fifteen (15) days.

5.4 REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (i) you own or have the necessary licenses, rights, consents and permissions to use and publish the Content you submit; (ii) the uploading of your Content on the Services and the licenses granted to CataBoom under this Agreement do not and will not violate the rights of anyPerson; and (iii) no payments of any kind shall be due by CataBoom to any organization for the use or distribution of Customer Content.

5.5 PROHIBITED CONTENT. You and your Users agree that you will not upload or use in connection with theServices any prohibited Content including, without limitation, Content that:(i) is pornographic, sexually explicit or offensive or contains a link to an adult website; (ii) contains graphic or gratuitous violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including“Spam” messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) constitutes or promotes information that Customer knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; or (x) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any Person. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending Content without prior notice, terminating, or suspending Customer’s Account or access to the Services and/or reporting such Content or activities to law enforcement authorities.

5.6 CONTENT PRESERVATION AND DISCLOSURE. We may preserve and store Customer Content and/or disclose Customer Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii)comply with this Agreement; (iii) respond to claims that any Customer Content violates the rights of any Person; or (iv) protect the rights, property, or personal safety of CataBoom, Players and/or the public.

5.7 CUSTOMER CONDUCT. Customer is responsible for, without limitation, the following: (a) Customer’s implementation of the Subscription Service; (b) protecting the names and passwords of the Users and preventing and notifying CataBoom of unauthorized use of the Subscription Service; (c) in order to obtain support, having an authorized representative of the Customer contact CataBoom support through the then current support channels (as amended by CataBoom from time to time as set out at www.cataboom.com/support) which may include email, phone or in-app chat;(d) the lawfulness of all Customer Content submitted by the Users and eachUser’s acts and omissions; (e) and using the Subscription Service within the permitted scope and only in accordance with the numbers, types and identifiers of permitted Users, applications, servers, devices, capacity and locations at or through which Customer is permitted to use the Subscription Service as set forth in the Sales Order.

6. CUSTOMER DATA

6.1 CUSTOMER DATA. The Customer Data is property of Customer and all rights not granted to CataBoom hereunder shall remain withCustomer. Customer grants to CataBoom a limited, personal, royalty free, sub-licensable, non-exclusive, non-transferable (other than as set out herein), worldwide license to (i) process and analyze Customer Data for the purposes of providing the Services; (ii) generate statistics and produce reports for Customer based on Customer Data; and (iii) use anonymized CustomerData (in accordance with Section 6.4 herein) to improve and customize theServices. Except as set out in this Agreement, CataBoom will not share any of the Customer Data with any third parties without the consent of Customer and shall take all reasonably appropriate confidentiality and security measures to protect such Customer Data.

6.2 ANALYTICS CODE. The Services contains software to track, capture and aggregate information about game play (“Analytics Code”). CataBoom owns all rights in the Analytics Code. Nothing in this Agreement shall be deemed an assignment or transfer of CataBoom’s ownership rights in the Analytics Code to Customer.

6.3 LAWFUL BASIS. Customer acknowledges, agrees, and warrants that it has all rights necessary to collect, use, process, transfer and disclose Customer Data to CataBoom, and that Customer’s use of such Customer Data is conducted pursuant to a lawful basis (as defined by Applicable Law), including consent where required by Applicable Law(collectively “Privacy Consents”). Upon request by CataBoom, Customer shall provide proof of such lawful basis. CataBoom relies exclusively onCustomer to obtain all Privacy Consents from, and provide all required disclosures to, Players as required under Applicable Law.

6.4 STATISTICAL INFORMATION. CataBoom may monitor Customer and Players’ use of the Services and the CataBoom Platform and compile this data with other data in an aggregate and anonymous manner to derive statistical and performance information (“Statistical Information”).CataBoom uses Statistical Information to produce reports and improve and customize the CataBoom Services. CataBoom may make such Statistical Information publicly available, provided that such Statistical Information: (i) is not able to be de-anonymized; (ii) does not include any data that would enable the identification of a User, or a Player; or (iii) would not constitute the disclosure of Confidential Information. CataBoom retains all rights, title and interest in and to such Statistical Information.

7. Security

7.1 SECURITY MEASURES. CataBoom: (i)implements and maintains reasonable security measures appropriate to the nature of the Confidential Information including, without limitation, technical, physical, administrative, and organizational controls, designed to maintain the confidentiality, security, and integrity of Customer's ConfidentialInformation; (ii) implements and maintains industry-standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii)designates an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer's Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of safeguards in place to control these risks (collectively, “SecurityMeasures”).

7.2 BREACH MEASURES. If CataBoom becomes aware that Customer Content was accessed or disclosed in breach of thisAgreement, CataBoom will so notify Customer without undue delay, immediately act to eliminate the breach and to the extent that it does not further compromise security, shall provide available information to Customer regarding the nature and scope of the breach.

7.3 DATA PROCESSING ADDENDUM: CataBoom shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services and Customer Data in accordance with the CataBoom security standards. If Customer’s use of theServices involves processing personal data pursuant to the “California ConsumerPrivacy Act” (“CCPA”) Cal. Civ. Code § 1798.100 et seq. and/or Regulation2016/679 (the “GDPR”) and/or transferring personal data outside theEuropean Economic Area or Switzerland to any country not deemed by the EuropeanCommission as providing an adequate level of protection for personal data, the terms of a data processing addendum shall apply to such personal data and be incorporated into the Agreement upon the execution and submission of the data processing addendum to CataBoom in accordance with its terms. The data processing addendum may be requested by contacting support@cataboom.com.

8. SUBCONTRACTORS

8.1 THIRD PARTIES. We may use third party subcontractors to provide limited parts of theServices from time to time, including data storage and processing and content delivery (“Subcontractors”). You consent to us subcontracting these services to the Subcontractors, provided that CataBoom shall ensure that theseSubcontractors comply with the terms of this Agreement applicable to CataBoom and that CataBoom shall remain liable to Customer for any material breach of this Agreement by a Subcontractor.

9. THIRD PARTY SERVICES

9.1 NON-CATABOOM SERVICES. Customer may choose to integrate, connect, or otherwise use the CataBoom Services with other services not provided by CataBoom (“Non-CataBoom Services”) and in doing so grants CataBoom permission to interoperate with the Non-CataBoom Services and share Customer Data and Customer Content with the Non-CataBoom Services as directed by Customer or the Non-CataBoom Services. If Customer usesNon-CataBoom Services: (a) CataBoom does not warrant or support Non-CataBoom Services; (b) as between CataBoom and Customer, Customer assumes all responsibility for the Non-CataBoom Services and any disclosure, modification or deletion of Customer Data by the Non-CataBoom Services; and (c) CataBoom shall have no liability, and Customer is not relieved of any obligations under the Agreement, or entitled to any refund, credit, or other compensation, due to any unavailability of the Non-CataBoom Services or any change in the ability of CataBoom to interoperate with the Non-CataBoom Services.

10. PROFESSIONAL SERVICES

11 SERVICE DELIVERY. CataBoom shall provide the professional services, including but not limited to support services, (“Professional Services”) (if any)purchased as set forth in the applicable Sales Order. The parties acknowledge that the scope of the Professional Services under this Agreement consists solely of either: (a) assistance with deployment and usage of the Services; or(b) development or delivery of additional services related to the Services.Customer shall have a license right to use anything delivered as part of theProfessional Services subject to the terms of its license to use the Services, but CataBoom shall retain all right, title, and interest in and to any such work product, code or deliverable and any derivative, enhancement, or modification thereof, excluding any Customer Content or Customer Data contained in the work product. The scope of Professional Services, fees, dependencies and other technical specifications or related information shall be as set forth in a Statement of Work (“SOW”) executed by both parties or as set forth in or attached to the applicable Sales Order. Customer shall pay CataBoom at the rates set forth in the applicable Sales Order or SOW (or, if not specified, at CataBoom’s then-current standard rates). Customer will reimburse CataBoom for reasonable travel and lodging expenses as pre-approved and incurred.

11. WARRANTIES

11.1 WARRANTY. CataBoom warrants that during theSubscription Term the Services will operate without a material failure of theServices to perform in accordance with the Product Overview and Documentation(a “Defect”). Customer’s exclusive remedy for breach of this warranty is for CataBoom to correct or work around the Defect upon request, subject to and in accordance with CataBoom’s procedures and limitations regarding support. If the Defect persists in causing a material failure in theService to conform to the Product Overview without correction or work- around forty-five (45) days after written notice to CataBoom of a warranty claim under this Section 11.1, then Customer may terminate the affected Service and CataBoom shall refund to Customer any prepaid subscription fees covering the remainder of the Subscription Term of the affected Service after the date of termination.This Section 11.1 sets forth Customer’s exclusive rights and remedies (and CataBoom’s sole liability) in connection with any Defect or other failure of the Service to perform in accordance with the Product Overview or any other manner.

11.2 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, CATABOOM DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AND CONDITIONS ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

11.3 MAINTENANCE AND REPAIRS. CataBoom shall use commercially reasonable efforts to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free. However, your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction, and we will use commercially reasonable efforts to alert or notify you in the event of any scheduled or non-scheduled suspension of Services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

12. INDEMNIFICATION

12.1 BY CATABOOM. We will indemnify, defend and hold harmless Customer from and against all liabilities, damages and costs(including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Customer to the extent based on an allegation that CataBoom ’s technology used to provide the Services to theCustomer infringes or misappropriates any copyright, trade secret, patent or trademark right of a third party that is issued or registered in the UnitedStates. In no event will we have any obligations or liability under this section arising in whole or in part from any Customer Content, information or CustomerData provided by Customer, Player or other third parties. CataBoom shall not be required to indemnify Customer in the event of: (a) modification of theServices by Customer, its employees, or contractors in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; (b)use of the Services in a manner inconsistent with the Documentation; (c) use of the Services in combination with any other application, product, or service not provided by CataBoom if such claim would not have occurred without such combination; or (d) use of the Services in a manner not otherwise contemplated by this Agreement.

12.2 CUSTOMER INDEMNIFICATION. Customer shall indemnify, defend and hold harmless CataBoom from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees)arising out of any claim by a third party against CataBoom or its affiliates regarding: (i) Customer Content or Customer Data; (ii) failure by the Customer to obtain any of the necessary Privacy Consents required by Section 6.3; (iii)Customer’s use of the Services in violation of this Agreement; and/or (vi)violations of Customer’s obligations of privacy to any Person.

12.3 POSSIBLE INFRINGEMENT. If we believe theServices infringe or may be alleged to infringe a third party’s intellectual property rights, then we may: (i) obtain the right for you (at our expense) to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If we do not believe that the options described in this section are commercially reasonable, then we may suspend or terminate Customer’s use of the affected Services (with a pro-rata refund of prepaid fees for the suspended or terminated Services). The a foregoing remedies will be Customer’s sole and exclusive remedy for infringement or a violation of intellectual property rights.

12.4 PROCESS. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (ii) the other party may join the defense with its own counsel at its expense.

12.5 EXCLUSIVE REMEDY. The indemnities above areCatBoom’s and Customer’s only remedy under this Agreement for third party infringement claims and actions.

13. EXCLUSION OF DAMAGES

13.1 TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CATABOOM, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS,OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SYSTEM, ANY SYSTEMS LINKED TO IT, ANY CONTENT ON THE SYSTEM OR SUCH OTHER SYSTEMS,INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING,EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVENIF FORESEEABLE.

14. PRIVACY AND CONFIDENTIAL INFORMATION

14.1 PRIVACY POLICY. Our collection and use of your information and information regarding Players is governed by our PrivacyPolicy. You understand that through your use of the Services, you consent to the collection and use of this information, including the transfer of this information to other countries for storage, processing and use by us. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account.

14.2 CONFIDENTIAL INFORMATION. Each party (the “ReceivingParty”) understands that the other party (the “Disclosing Party”)has disclosed or may disclose Confidential Information relating to theDisclosing Party’s business. Such information includes, without limitation, information relating to pricing of Services, Customer Data and your CataBoomID. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as permitted in thisAgreement) or divulge to any third person such Confidential Information. TheDisclosing Party agrees that the foregoing shall not apply with respect toConfidential Information after three years following the termination of thisAgreement or any Confidential Information that the Receiving Party can demonstrate that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or breach of any obligation of confidentiality to the Disclosing Party; (iv)was independently developed by the Receiving Party without reference to theDisclosing Party’s Confidential Information; or (v) is deemed non-confidential by law. Receiving Party must provide written evidence for any of the aforegoing exceptions. Receiving Party may disclose Confidential Information where disclosure is required by a court of competent jurisdiction or other governmental authority, provided, however, that the Receiving Party provides prior written notice to the other of any such order, to the extent permitted by ApplicableLaw, and limits disclosure to the scope of such order. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all ConfidentialInformation of the Disclosing Party in its possession or control upon request from the Disclosing Party, provided, however, the other party shall be permitted to retain one (1) copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes. Notwithstanding the foregoing, such other party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such other party’s standard archiving and back-up procedures, but not for any other use or purpose. Any copy retained will continue to be treated as Confidential.

15. TERM AND TERMINATION

15.1 TERM. This Agreement shall commence on the date set out in the first Sales Order and shall remain in effect through the end of the subscription term in any current Sales Order, unless terminated earlier pursuant to the terms of this Agreement (the “Initial Term”).Your subscription will automatically renew at the end of the Initial Term for an additional 12-month term and shall continue to renew for successive 12-month terms thereafter (each a “Renewal Term”) unless you provide us with written notice of your intent not to renew at least sixty (60) days before the expiration of the Initial Term or the Renewal Term. You must cancel theServices at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term in order to avoid being billed for a (further) Renewal Term.Payment for Services for the Renewal Term is due on the first day of theRenewal Term and will automatically be charged to the account that you used for the original subscription.

15.2 TERMINATION. Either party may terminate thisAgreement effective immediately upon written notice: (i) if the other party materially breaches a material obligation under this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching party; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors.

15.3 EFFECT OF TERMINATION. Upon expiration or other termination of the Services for any reason, your right to access and use the Services shall terminate. If you terminate this Agreement or any SalesOrder solely due to a material breach of this Agreement by us, we agree to refund all prepaid fees for the remaining portion of the Subscription Term for the terminated Services within thirty (30) days after the date of termination.If we terminate this Agreement or any Sales Order for your material breach, all fees set out on such Sales Order shall be immediately due and payable.

15.4 RETURN OF CUSTOMER DATA. At the end of theSubscription Term, you will be entitled to extract Customer Content andCustomer Data stored on the CataBoom Platform for a period of thirty (30) days following termination (the “Extraction Grace Period”). Following the Extraction Grace Period, CataBoom shall have the right to delete all ofCustomer Content and Customer Data at any time and cancel your Account with us.You acknowledge and agree that archived versions of the Services may include archived copies of Customer Content and Customer Data which may be retained by us for an archive cycle.

15.4 SURVIVAL. Upon termination of this Agreement for any reason, Customer shall pay all amounts owed hereunder. Sections 3.3,4.1, 4.4, 6, 11, 12, 13, 14, 15 and 16 of this Agreement, together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason.

16. GENERAL PROVISIONS

16.1 DEFINITIONS. Capitalized terms used in thisAgreement, and not otherwise defined in this Agreement, shall have the following meanings:

16.1.1 “Account” means the CataBoom account, which includes a username and password, used byCustomer to access and use the Services and includes a Customer Demo Account;

16.1.2 “Applicable Laws” means all statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting thePerson referred to in the context in which such word is used;

16.1.3 “Content” means any and all content, data and other materials including, without limitation, videos, music, sounds, images, live streams, documentation, reports, materials, files, text, images, logos, artwork, graphics, pictures, advertisements, works, works of authorship or any other intellectual property contained in any such materials;

16.1.4 “Customer Data” means non-anonymized electronic data pertaining to Customer, the Users and the Players that is collected and/or processed using the Services, including personal information, login credentials, and other information that relates to such parties’ use of the Services;

16.1.5 “Confidential Information” means (a)information or material that has been marked or designated in writing by the disclosing party at the time of disclosure as proprietary or confidential, (b) personal data and (c) all documents, computer programs and documentation, reports, financial or other data, records, forms, tools, products, services, methodologies, present and future research, technical knowledge, marketing plans, business plans, trade secrets, customer lists and operational data of a party or its agents or subcontractors and any other material or information of a party that due to its character and nature a reasonable person under like circumstances would treat as confidential, whether tangible or intangible and whether or not stored, compiled, or memorialized physically, electronically, graphically, in writing, or by any means now known or later invented, and including any work product and information developed during performance of thisAgreement.  The terms of this Agreement are the confidential information of both parties.

16.1.6 “Demo Account” means a temporary account provided to Customer by CataBoom that permits a potential customer to use theServices on a trial basis for a limited time period, free of charge;

16.1.7 “Documentation” means documentation relating to the operation and use of the Services that are provided by CataBoom toCustomer under this Agreement, as updated by CataBoom from time to time;

16.1.8 “Person” means a natural person or any legal, commercial, or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.

16.1.9 “Product Overview” means the overview of theServices to be provided to a Customer set out in the Sales Order.

16.1.10 “Software” means software products used in connection with the Services and may include code that is licensed under third party license agreements, including open source, made available or provided with the Software, as applicable;

16.1.11 “Users” means Customer’s employees, representatives, consultants, contractors, or agents who are authorized to use the Services for Customer’s benefit and have unique user identifications and passwords for the Services;

16.1.12 “CataBoom Platform” means the code, technology and servers used in the operation and provision of the Services and includes the Documentation and Software;

16.1.13 “Player” means end user or consumer use or view the Customer Content;  

16.1.14 "Service(s)” means the CataBoom Platform, support, and Software.

16.2 ASSIGNMENT. You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation will be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially.

16.3 CONFLICT. In the event of any conflict between this Master Service Agreement and a Sales Order, the terms of the SalesOrder shall govern, if it explicitly states the parties’ intent that the Sales Order supersedes a specific term in this Agreement.

16.4 NOTICE. You consent to receive all communications, including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Notices”) in electronic format. We may notify you via email, or otherwise. If you desire to withdraw your consent to receive notes as stated herein, then you must terminate the Agreement by deactivating your account as described herein. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a Claim. Notices shall be sent to the parties as set forth on theSales Order or as otherwise agreed to by the parties in writing. All notices should be mailed to CataBoom Technologies, LLC, 2100 N Greenville Ave Suite 400,Richardson, TX 75082 and/or emailed to support@cataboom.com

16.5 PUBLICITY. Neither Customer nor CataBoom will issue any press releases or make public statements relating to thisAgreement, or any Sales Order, or similar contract between Customer and CataBoom nor the relationship between Customer and CataBoom without the other party's prior approval, which shall not be unreasonably withheld. However, CataBoom shall be permitted to list Customer as a customer and use Customer’s standard logo for CataBoom's promotional and marketing use.

16.6 FORCE MAJEURE. Except for your obligation to pay fees for the Services, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include, without limitation, accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism or the stability or availability of the Internet or a portion of it.

16.7 WAIVER AND AMENDMENT. A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given. Any modification of thisAgreement must be in writing and signed by both parties.

16.8 RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

16.9 GOVERNING LAW; VENUE; TIME FOR BRINGING ACTION. This Agreement shall be governed by the laws of the State of Texas. In the event that any court litigation is filed to enforce the decision of an arbitration panel, the Parties consent to the jurisdiction of the state or federal court sitting in Collin County, Texas and hereby irrevocably waive any defense based upon venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought hereunder. The UN Convention onContracts for the International Sale of Goods does not apply. No cause of action arising hereunder or relating hereto may be brought more than one (1)year after it first accrues. The prevailing party in an action to enforce thisAgreement shall be entitled to costs of bringing the claim and reasonable attorneys’ and experts’ fees and expenses. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.

16.10 CONSTRUCTION. The Subscription Service shall be provided in the English language.

16.11 NETWORKS. Customer acknowledges and agrees that the technical processing and transmission of the Subscription Service, including Customer Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Customer further acknowledges and agrees that use of or connection to the internet provides the opportunity for unauthorizedPersons to circumvent such precautions and illegally gain access to theSubscription Service, the CataBoom Platform, the Customer Data, the ConsumerData or the Customer Content. ACCORDINGLY, CATABOOM DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY CONTENT, DATA OR INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET.

16.12 ELECTRONIC ACCESS, ELECTRONIC NOTICES,ELECTRONIC SIGNATURE. By logging into the Service, you consent to CataBoom providing this Agreement in electronic form. YOUR AGREEMENT AND INTENT TO BE BOUND BY AN ELECTRONIC AGREEMENT APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS RELATED TO THE SERVICE, INCLUDING WITHOUT LIMITATION, AMENDMENTS AND NOTICES. You may save this Agreement into any word processing program or print it.

Master ServiceAgreement: Version 202209.2