Master Subscription and Services Agreement

Last Updated on December 19, 2023

This Master Subscription and Services Agreement (“Agreement”) is made effective as of the latter date below and entered into between Bolt Data Inc., with offices located at 330 Poyntz Avenue, Suite 220, Manhattan, KS 66502, (“Bolt Data”) and Company as specified in the fully executed Subscription Order Form. Bolt Data and Company enter into this Agreement for the purpose of setting forth the terms and conditions upon which Company may procure and use Bolt Data’s subscription and professional services. By signing the Subscription Order Form, each party through its authorized representative represents and warrants that it has the corporate power and authority to enter into and perform its obligations under this Agreement.

SUBSCRIPTION TERMS AND CONDITIONS

1. Definitions. Refer to Exhibit A (Definitions) for a complete list of Agreement definitions

2. Bolt Data Connect Services. Bolt Data will make Bolt Data Connect Services available to Company as pursuant to this Agreement and the applicable Subscription Order.

3. Subscription Service Access. Access to Software Subscription Services is provided on an Authorized User basis. Company is responsible for use of Bolt Data Connect Services by all Authorized Users that access Bolt Data Connect Services with Company’s account credentials.

4. Subscription Service Availability. Bolt Data shall monitor the availability of the Software Subscription Services 24/7. The availability of the production environment(s) of the subscription services will be as specified at https://bolt-data.force.com/BoltData/s/.

5. Customer Support. Bolt Data will provide Company support for the Bolt Data Connect subscription service as described at https://bolt-data.force.com/BoltData/s/.

6. Intellectual Property Ownership.

6.1 Company Materials. Company shall retain all rights, title, and interest in any and all Company products, Company Data, plans, specifications, reports, designs, network architecture, documentation, intellectual property, or other similar information, or any derivatives thereof, developed, used, or disclosed by Company in receipt of Bolt Data Connect Services under this Agreement (collectively “Company Materials"). Except as explicitly set forth herein, no rights, title, and interest in any Company Materials are transferred to Bolt Data.

6.2 Bolt Data Materials. Bolt Data shall retain all rights, title, and interest in all Software Subscription Services, updates, plans, processes, methods, specifications, reports, designs, templates, scripts, code, firmware, technological "know how," technology, Documentation, Bolt Data Hardware and other similar information, and any derivatives thereof, developed, used or disclosed by Bolt Data (or a third party service provider acting on Bolt Data's behalf) in the performance of this Agreement including, without limitation, the provision of Professional Services and any applicable Statement of Work as contemplated hereunder (collectively "Bolt Data Materials"). Except as explicitly set forth herein, no right, title or interest in any Bolt Data Materials is transferred to Company under this Agreement.

6.3 Work Product. To the extent Bolt Data Materials are incorporated into Professional Services or deliverables provided under this Agreement (collectively “Work Product”), such Work Product is provided to Company in a non-transferable, non-exclusive, worldwide and royalty free license to use the Work Product solely for Company’s internal business purposes for the term of an active subscription to the Software Subscription Services upon payment in full of all fees and expenses due to Bolt Data for the applicable Professional Services and deliverables and subject to any use restrictions. Company agrees not to reverse engineer any Bolt Data software, Bolt Data hardware, or firmware included in the Work Product.

6.4 Reservation of Intellectual Property Rights. Each party reserves all intellectual property rights not expressly granted to the other party under this Agreement. Company acknowledges and agrees that, subject to its confidentiality obligations in Section 12 (Confidentiality), Bolt Data is not restricted from developing, implementing, marketing or selling services or deliverables for other customers or projects that are similar to the Professional Services or deliverables provided under this Agreement.

7. Grant of Rights.

7.1 Software Subscription Services and Documentation. Subject to Company’s compliance with the terms and conditions of this Agreement, Bolt Data grants Company a limited, non-exclusive, non-transferable (except to a successor-in-interest as set forth herein), non-sublicensable right during an active subscription term to: (a) access the user interface of the Software Subscription Services and to use all Bolt Data Connect Services during the term of an active subscription, solely for Company’s business purposes; and (b) access, use, and internally distribute the Documentation. Subscriptions for Bolt Data Connect Services (i) may be added during the subscription term at the same pricing as the underlying subscription pricing, pro-rated for the portion of that subscription term remaining at the time the subscriptions are added, and (ii) any added subscriptions will terminate on the same date as the underlying subscriptions.

7.2 Restrictions. Except to the extent applicable mandatory law does not allow contractual restrictions, Company shall not:

a. Modify, adapt, alter, translate, or create derivative works of the Software Subscription Services or Documentation.

b. Reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to decipher any code, firmware or Bolt Data Hardware used in connection with the Software Subscription Services and/or any aspect of Bolt Data’s Materials.

c. Access and/or engage in any use of the Bolt Data Connect Services in a manner that abuses or materially disrupts the networks, security systems, of any third party.

d. Rent, lease, loan, or use the Bolt Data Connect Services via timesharing or as a service bureau or outsource offering.

e. Market, lease, offer to sell, sell, and/or otherwise resell the Bolt Data Connect Services to any third party (except for those Subscriptions associated with Bolt Data Portal Service subscription).

f. Use the Bolt Data Connect Service other than in accordance with the Documentation.

g. Remove, alter, or obscure any proprietary notices on the Bolt Data Connect Services or Documentation.

h. Access the Bolt Data Connect Services or Documentation for any illegal or unauthorized purposed or to build a similar or competitive product or service.

i. Permit direct or indirect access to, or use of, the Bolt Data Connect Services in a way that circumvents a contractual usage limit or uses the Bolt Data Connect Services to access or use any Bolt Data intellectual property except as permitted under this Agreement.

j. Allow credentials for system access to be used by more than one individual.

k. Use the Bolt Data Connect Services beyond the extent of authorization acquired by the Company, as specified in the Subscription Order. Where applicable, usage beyond the authorizations will be treated as overage.

l. Create an account in the Bolt Data Connect system to serve as a Synthetic User of the Software Subscription Services

m. If the Subscription Order identifies a service or environment as being “beta”, “pre-release”, developer”, “development”, “sandbox”, “demo”, “evaluation” or similar non-production service or environment, then Company will use such service or the applicable environment only for non-production purposes.

7.3 Company Data. Company grants Bolt Data, its Affiliates, and its hosting providers a worldwide, limited term license to host, copy, transmit and display Company Data as necessary for Bolt Data to provide Services in accordance with this Agreement and the Subscription

7.4 Company Usage Data. Notwithstanding anything herein to the contrary, Company agrees that Bolt Data may collect, use, disclose, and otherwise process Usage Data for industry analysis, benchmarking, analytics, marketing, and other legitimate business purposes. For avoidance of doubt, any such Usage Data will be in aggregate and anonymized form only and will not identify Company, its Authorized Users, or any third parties utilizing the Software Subscription Services.

7.5 Third Party Applications and Hardware. Company may elect to incorporate third-party products or services with the Bolt Data Connect Services (“Third-Party Applications”). These providers of Third-Party Applications may require Company to accept additional terms and pay an additional fee in order to use the Third-Party Applications. If Company elects to install or enable Third-Party Applications for use with the Bolt Data Software Subscription Services, Company permits Bolt Data to grant such Third-Party Applications access to Company Data as required for the interoperation and support of such Third-Party Applications with the Software Subscription Services. Bolt Data is not responsible and provides no warranty with respect to Third-Party Applications and their use of Company Data or for the security practices (or any acts or omissions) of such third-party service providers. Company shall not be entitled to any refund, credit, or other compensation, if for example and without limitation, the provider of Third-Party Applications ceases to make Third-Party Applications available for interoperation with the Software Subscription Services and its features in a manner acceptable to Bolt Data.

8. Charges and Billing.

8.1 Fees, Billing and Taxes.

a. Subscription Fees. Company will pay all undisputed fees specified in the applicable Subscription Order. Bolt Data will invoice Company for new services prior to the service commencement. All payment obligations under any Subscription Order are non-cancelable and, except as expressly provided in this Agreement, all payments made by Company are non-refundable. Company’s use of the Software Subscription Service is limited to the volume and duration purchased and any other limitations specified in the applicable Subscription Order and not actual usage. Monthly subscription fee paid annually may increase if the data transfer rate and/or data size from edge device(s) to the Gateway(s) and/or Bolt Data Connect application exceeds the rate and/or data size specified in the Subscription Order Form. See section 8.1.d.

b. Subscription Renewals. Subscription Orders shall automatically renew unless either Party provides Notice to the other Party of intent to terminate as permitted herein within 30 days of the then-prevailing Subscription Order’s end date. Unless otherwise agreed, the fees for any renewal period may be increased over the prior subscription term. Bolt Data will invoice Company for renewal fees prior to the start of the renewal period.

c. Professional Services Fees. Company will pay all undisputed fees for Professional Services as specified in the applicable Statement of Work (“SOW”) and Section 19 below. Except as otherwise provided herein or in a SOW, Bolt Data will invoice Company the fees and expenses attributed to Professional Services upon signature of the SOW. Any Professional Services ordered but not used within twelve (12) months of the date of the SOW shall be cancelled and invoiced, and no refund or credit shall be due to Company. If applicable, Bolt Data will discuss potential changes with Company to determine possible impact to scope or cost. If the parties need to make changes to the SOW during the term of this SOW, the parties will complete and execute a change order which may include changes to scope of work and corresponding changes to fees and schedule.

d. Overages. Bolt Data shall measure Company’s usage of the Software Subscription Service as identified in the Subscription Order document (e.g., number of devices, types of devices, data transmission rates, data packet sizes, or such other fee basis as is applicable to the Services purchased by Company) on a monthly basis. If the peak usage exceeds the quantity or type purchased, Company shall be charged and shall pay the applicable monthly fees for such excess usage. The incremental fee from increased data rate and/or larger data size will be billed each month.

e. Taxes. Bolt Data fees do not include any use taxes, levies, duties, or similar governmental assessments, including, for example, value-added, sales, or use, assessable by any jurisdiction whatsoever (collectively “Taxes”). Company is responsible for paying all Taxes associated with its purchases hereunder. If Bolt Data has the legal obligation to pay or collect Taxes for which Company is responsible under this section, Bolt Data will invoice Company and Company will pay that amount unless Company provides Bolt Data with a valid tax exemption certificate authorized by the appropriate taxing authority in which case Bolt Data shall not collect the Taxes covered by such certificate.

f. Applicable Taxes. Bolt Data will calculate applicable Taxes based on the address where Company is domiciled as specified in the relevant Subscription Order. Company will be responsible for self-assessing and paying any additional Taxes arising from its use of Software Subscription Services and/or Professional Services at a different address. Company will promptly notify Bolt Data of any changes to a Company address specified in a Subscription Order. Should any payment for Services be subject to withholding tax by any government, Company will reimburse Bolt Data for such withholding tax. For clarity, Bolt Data is solely responsible for taxes assessable against it based on its income (other than such withholding taxes), property and employees.

g. Extended Data Retention. Bolt Data may retain Company data for one (1) year on a rolling basis. Company can request a longer data retention period and/or an extract of historical data for additional costs payable to Bolt Data based on the amount of additional data storage required.

h. Payment Terms. All invoices have a Net 30-day payment term.

8.2 Alternative Billing Arrangements. Bolt Data may agree to allow payment via third parties. Any such third-party charges shall be payable pursuant to any contract or other arrangement between Company and the third party. Bolt Data will not be responsible for any dispute regarding these charges between Company and such third party.

8.3 Payment by Credit Card or Check. Use of any credit card to pay for Services is governed by the applicable card issuer agreement. If Bolt Data does not receive payment from Company’s credit card issuer or its agents, Company agrees to pay all amounts due upon demand. If Company pays by check, Company authorizes Bolt Data to collect Company’s check electronically. Company agrees that Company may not amend or modify this Agreement with any restrictive endorsements (such as “paid in full”), or other statements or releases on or accompanying checks or other payments accepted by Bolt Data and any such notations shall have no legal effect.

8.4 Late Payments or Failure to Pay.

a. Overdue Amounts. Company shall pay Bolt Data all undisputed fees due as set forth in the applicable Subscription Order or SOW prior to the commencement of services unless otherwise stated in the applicable Subscription Order or SOW. Any undisputed amounts not paid as specified and in accordance with the terms of the Subscription Order or SOW will be subject to interest at the lesser of one and one-half percent (1.5%) per month, or fraction thereof, or the maximum amount allowed by applicable law.

b. Collection Costs. If a collection agency or attorney is used to collect money owed by Company, Company agrees to pay the reasonable costs of collection, including, but not limited to, any collection agency fees, reasonable attorneys’ fees, and arbitration or court costs.

c. Suspension/Disconnects. If Company fails to pay any past due undisputed invoice within fifteen (15) days after Company’s receipt of a past due notice from Bolt Data, Bolt Data may revoke or suspend Services, as applicable, until such time as Company brings its account completely current.

d. Data Transmission/Retention. If Services have been suspended as described, Bolt Data may, at its sole discretion, pause data transmission and/or delete Company Data. Once data is deleted, it cannot be restored at such time as Company brings its account completely current.

8.5 Reconnection Fees and Related Charges. If Company resumes Service after any suspension as described, Bolt Data may require Company to pay additional Services or activation fees. These fees are in addition to all past due charges and other fees.

8.6 Company Responsibility Concerning Billing Questions. Subject to applicable law, if Company intends to dispute a charge or request a billing credit, Company must contact Bolt Data in writing within fifteen (15) days of the date on the bill or Company waives any such disputes or credits.

9. Bolt Data Hardware.

9.1 General. Bolt Data Hardware products are provided to Company on a subscription basis and only for the limited use as permitted herein and in accordance with the Documentation and the applicable Subscription Company acknowledges that not all Software Subscription Service subscriptions include Bolt Data Hardware. Company agrees to provide Bolt Data with a formal receipt of any and Bolt Data Hardware delivered to Company.

9.2 Maintenance & Ownership. Company expressly agrees to use Bolt Data Hardware exclusively in connection with the Software Subscription Service. Company agrees that all Bolt Data Hardware belongs to Bolt Data and will not be deemed fixtures or in any way part of the Company’s premises. Company acknowledges that any addition to, removal of or change to the Bolt Data Hardware may interrupt all or part of the Bolt Data Connect Service; resulting in Excused Downtime. Company may not sell, lease, abandon, or give away the Bolt Data Hardware, or permit any other service provider to use the Bolt Data Hardware, including Bolt Data Hardware for which an Unreturned Equipment Fee has been paid. Company agrees that it will not allow anyone other than Bolt Data to service the Bolt Data Hardware. Company is responsible for loss, repair, replacement and other costs, damages, fees, and charges if Company does not return the Bolt Data Hardware to Bolt Data in an undamaged condition. For avoidance of doubt, Bolt Data Hardware remains Bolt Data-owned, and Bolt Data retains title to all Bolt Data hardware, at all times, including but not limited to after payment of an Unreturned Equipment Fee.

9.3 Retention of Rights. If and to the extent Bolt Data ships Bolt Data Hardware to Company, Bolt Data retains title, ownership and all rights and interests to such items, which Bolt Data may exercise and maintain through remote measures. Company has no right to access, use, modify or otherwise handle Bolt Data Hardware, except as directed or authorized by Bolt Data. At the end of the subscription term, and at any time during the term of this Agreement, Bolt Data may access, use, remove or otherwise handle Bolt Data Hardware. For the avoidance of doubt, Bolt Data does not distribute any hardware or software items contained therein by way of sale, lease or otherwise, and Bolt Data keeps full rights and control at all times. Bolt Data provides only services to Company.

10. Term and Termination.

10.1 Term. This Agreement shall commence on the Effective Date and shall automatically renew unless either Party provides Notice to the other Party of intent to terminate as permitted herein or it is replaced by a revised Agreement.

10.2 Termination for Cause. If a party materially breaches the terms of this Agreement or any Subscription Order (excluding any breaches for which an exclusive remedy is expressly provided herein), the non-breaching party may terminate this Agreement or any Subscription Order, as applicable, if such material breach is not cured within thirty (30) days after written notice thereof.

10.3 Effect of Termination. Upon expiration or termination of this Agreement, Company’s right to access and use the Software Subscription Service shall immediately terminate and Company shall:

a. Immediately cease all use of Bolt Data Connect Services and applicable Documentation.

b. Pay in full for use of Bolt Data Connect Services up to the date that this Agreement has been terminated and the Bolt Data Connect Services are disconnected.

c. Return all Bolt Data Equipment to Bolt Data, at no cost to Bolt Data, in working order, normal wear and tear excepted within thirty (30) days of the date on which Bolt Data Connect Services are disconnected. Failure to return any leased Bolt Data Equipment within thirty (30) days of the effective date of termination will result in the charge of an Unreturned Equipment Fee.

d. Bolt Data shall permanently delete all Company Data, configurations, customizations, settings, and environments within fifteen (15) days of termination. Company can request a copy of the data prior to deletion at a fee.

e. Each party shall return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party.

f. In the event this Agreement is terminated by Company for default by Bolt Data as permitted herein, Bolt Data will refund to Company the fees for the unused terminated service that Company pre-paid to Bolt Data for the period following the effective date of termination.

10.4 Surviving Provisions. Sections 8 ("Charges and Billing”), Section 12 ("Confidentiality"), Section 13 (“Warranty & Disclaimer”), Section 14 (“Mutual Indemnification"), Section 15 ("Limitation of Liability"), and Section 20 ("General Provisions") will survive any termination or expiration of this Agreement.

11. Unreturned Equipment Fee. "Unreturned Equipment Fee" refers to a fee charged by Bolt Data for any unreturned Bolt Data Equipment upon termination of the services provided under this Agreement. The payment of an Unreturned Equipment Fee shall not result in a sale of, or the transfer of title to, any Bolt Data Equipment, and such equipment shall remain the property of Bolt Data. Bolt Data in no way relinquishes ownership of Bolt Data Equipment by the payment of an Unreturned Equipment Fee. Even if an Unreturned Equipment Fee has been paid, Bolt Data Equipment shall not be resold, used, or operated in any manner.

12. Confidentiality.

12.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other part ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information of Company includes Company Data. Confidential Information of Bolt Data includes the Bolt Data Connect Services, the terms and conditions of this Agreement, and all Subscription Order(s) including pricing. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) can be proven by the Receiving Party to have been independently developed by it without reference to or reliance on any Confidential Information.

12.2 Protection of Confidential As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and will: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Subscription Order to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

12.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the 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. 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 that Confidential Information.

13. Warranty & Disclaimer.

13.1 Mutual Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

13.2 Software Subscription Services Warranty. Bolt Data warrants that the Software Subscription Services will operate in conformance with the Documentation in all material respects. In the event Company notifies Bolt Data in writing of a non-conformity with the above warranty during the applicable subscription term, Bolt Data will use commercially reasonable efforts to correct any such non-conformity. If Bolt Data cannot substantially correct the deficiency in a commercially reasonable manner, Company may terminate the non-conforming service for cause.

13.3 Hardware Warranty. Bolt Data warrants that the Bolt Data Hardware provided hereunder, when operated by Company in accordance with this Agreement, will operate in substantial conformity with the applicable Documentation. Company’s sole and exclusive remedy for breach of Hardware Warranty is to notify Bolt Data of the non-conformity in writing, whereupon Bolt Data, as its sole obligation and liability, will correct the affected Bolt Data Hardware to render it conforming to the applicable Documentation within a reasonable period of time. This Section 13.3 sets forth Company’s sole and exclusive remedy and Bolt Data’s entire liability to Company for any Bolt Data Hardware non-conformity.

13.4 Exclusions. Bolt Data's warranties in Sections 13.2 and 13.3 shall not apply to any claim that (a) is not reported to Bolt Data in writing, (b) results from: (i) use of services other than in accordance with the Documentation and the terms of this Agreement, (ii) acts or omissions of persons other than Bolt Data, its affiliates or contractors, (iii) hardware, software, firmware or other products not provided by Bolt Data, or (iv) any other cause beyond Bolt Data’s reasonable control, or (c) in reference to functionality that is not covered in the Documentation.

13.5 Disclaimer. Except as expressly provided in this section, and to the maximum extent permitted by applicable law, Bolt Data Connect Services are provided "AS IS”. Bolt Data expressly disclaims all Warranties, whether express, implied, or statutory, including but not limited to the Warranty of Merchantability, timeliness, fitness for a particular purpose, title, quality, accuracy and non-infringement of Third-Party rights and all Warranties arising from any course of dealing, course of performance or usage or trade. Without limiting the foregoing and except as explicitly set forth herein, Bolt Data makes no warranty that the Software Subscription Service will be error-free, complete, free from interruption or failure, or absolutely secure from unauthorized access.

14. Mutual Indemnification.

14.1 By Bolt Data. Subject to 14.3 below, Bolt Data will defend, indemnify, and hold harmless Company from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Company and arising from any claim brought against Company by a third party alleging that the Software Subscription Service infringes a third party’s U.S. intellectual property right (“Claim”) provided that: (a) Company promptly notifies Bolt Data in writing of its notification of a Claim such that Bolt Data is not prejudiced by any delay of such notification, (b) Bolt Data will have sole control over any settlement of such Claim, and (c) Company will provide reasonable assistance in the defense of same. Bolt Data will reimburse Company for reasonable expenses incurred in providing such assistance. Bolt Data shall not enter into any such settlement agreement which imposes an obligation on Company without Company’s prior written consent which shall not be unreasonably withheld or delayed. Company may participate in the defense or settlement of a Claim with counsel of its own choosing and at its own expense, however, Company shall not enter into any settlement agreement or other settle any such Claim without Bolt Data’s prior written consent.

14.2 By Company. Company will defend, indemnify, and hold harmless Bolt Data and its Affiliates from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) to the extent arising from any claim brought against Bolt Data by a third party alleging harm caused by Company’s use of the Bolt Data Connect Service, provided that Bolt Data grants Company sole control over the defense of such claim and provides reasonable assistance at Company’s expense. Company shall not enter into any settlement agreement that imposes any obligation on Bolt Data without Bolt Data’s prior written consent.

14.3 Infringement Remedies. Following notice of an infringement claim, and in the event an injunction is sought or obtained against use of the Bolt Data Connect Service subscribed to hereunder or in Bolt Data’s opinion is likely to be sought or obtained, Bolt Data shall, at its sole discretion and expense, either: (a) procure for Company the right to continue to use the Software Subscription Service as contemplated herein, or (b) replace or modify the Software Subscription Service to make Company’s use non-infringing while being capable of performing the same function without material degradation. In the event the options set forth in sections (a) and (b) herein above, are not reasonably available, then Bolt Data may in its sole discretion and upon written notice to Company, terminate the impacted Software Subscription Service and provide Company a pro-rata refund representing the portion of any fees previously paid for the unused portion of the terminated Service. This section states Bolt Data’s sole liability and Company’s sole and exclusive for claims of infringement related to the services.

15. Limitation of Liability.

15.1 Limitations. To the extent permitted by applicable law, the aggregated liability of each party together with all of its affiliates arising out of or related to this agreement shall be limited to the sum of amounts paid or payable during the one (1) month immediately preceding the incident giving rise to the liability. The foregoing limitation will apply whether an action is in Contract or Tort and regardless of the theory of liability but will not limit Company’s and its affiliates’ payment obligation under the “Charges and Billing” section above.

15.2 Types of Damages. To the extent legally permitted under applicable law, neither Bolt Data nor its affiliates shall be liable to Company for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production or use, business interruption, procurement of substitute goods or services, or personal or property damage arising out of or in connection with Bolt Data’s performance hereunder or the use, misuse, or inability to use the Bolt Data Connect Service, Documentation, or other products or services hereunder, regardless of the cause of action or the theory of liability, whether in Tort, Contract, or otherwise, even if Bolt Data has been notified of the likelihood of such damages.

15.3 Amount of Damages. The maximum liability of Bolt Data arising out of or in any way connected to this agreement shall not exceed the fees paid by Company to Bolt Data during the one (1) month preceding the act, omission, or occurrence giving rise to such liability. In no event shall Bolt Data’s affiliates have any liability arising out of or in any way connected to this Agreement.

15.4 Exclusions. In no event will either Party or its affiliates have any liability arising out of or related to this agreement for any consequential, indirect, special, punitive, incidental, exemplary damages, including but not limited to damages for loss or inaccuracy of data, loss of profit or revenue, business interruption, however arising, even if it has been advised of the possible of such damage.

15.5 Exceptions to Limitations and Exclusions. The limitations set forth in Section 15.1, 15.2, and 15.3 shall not apply to: (a) a breach of Section 7.2 (“Restrictions"); Section 12 (“Confidentiality”), and (b) a party’s indemnification obligations under Section 14 (“Mutual Indemnification”).

16. Compliance with Laws and Privacy. The parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations in connection with their performance, access and/or use of the Bolt Data Connect Service, including but not limited to those pertaining to data privacy, under this Agreement. The parties acknowledge and agree that with respect to personal data to which Bolt Data may have access, Bolt Data shall: (a) use it solely for the purpose of providing the Bolt Data Connect Service, (b) process it only in accordance with Company’s instructions, (c) apply reasonable industry accepted technical organization measures to prevent unauthorized or unlawful processing, and (d) Company is the "data controller" and retains full responsibility for the data processed on its behalf by Bolt Data acting as a "data processor".

17. Non-Solicitation. During this Agreement, and for a period of one (1) year immediately following the termination or expiration of this Agreement, Company agrees not to solicit or induce any employee or independent contractor of Bolt Data involved in the performance of this Agreement to terminate or breach an employment, contractual or other relationship with Bolt Data.

18. Publicity. Subject to prior written consent, either party may publicly identify the other party as a Company or vendor (as applicable) using the other party's name and logo. Either party may issue a press release announcing Company's selection of the Bolt Data Connect Services, the form and text will be subject to the other party's written approval. Company will use commercially reasonable efforts to act as a "sales reference" for Bolt Data upon request, provided Company is satisfied with the Bolt Data Connect Services.

19. Professional Services. If purchased by Company, Bolt Data will provide Company certain Professional Services as described in a Statement of Work (“SOW”) and/or in a Subscription Order Form between Company and Bolt Data referencing this Agreement. This Professional Services is offered as a Time & Materials engagement. Company acknowledges that all Bolt Data resource time that is directly related to the delivery of this Professional Services, including but not limited to project initiation and kick-off activities, team meetings to coordinate project-related tasks, solution documentation, and standard project management tasks, will be reported as billable time to Company. Bolt Data shall record a description of the project activities supported for each billable time entry associated with this SOW. Unless otherwise specified, Company agrees to pay for professional services time reported in Bolt Data monthly invoices. Bolt Data reserves the right and sole discretion to use, in part or in whole, subcontractors to deliver Professional Services. Company shall be invoiced for approved expenses incurred, provided that copies of valid receipts are provided to Company, as a result or performing Professional Services in accordance with the SOW and/or the Subscription Order Form. Professional Services must be consumed within twelve (12) months of their purchase date after which they expire. Company acknowledges that not all Bolt Data Connect Services will require a SOW.

20. General Provisions.

20.1 Entire Agreement. This Agreement and any other mutually signed documents incorporated by reference (e.g., Subscription Order) constitute the entire agreement and understanding between Company and Bolt Data with respect to the subject matter of this Agreement and replace any and all prior written or verbal agreements. If any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. Bolt Data does not waive any provision or right if we fail to insist upon or enforce strict performance of any provision of this Agreement. Neither the course of conduct between Company and Bolt Data nor trade practice shall act to modify any provision of this Agreement.

20.2 S. Government Customers. If Company is a U.S. government entity ("Government User"), Company acknowledges that elements of the Bolt Data Connect Service constitute software and documentation; and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101 and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101, 12.211, and 12.212 of the Federal Acquisition Regulations ("EAR") and its successors. In addition, Department of Defense FAR Supplement ("DFARS") 252.227-7015 ("Technical Data-Commercial Items") applies to technical data acquired by Department of Defense agencies. Consistent with FAR 12.211 and 12.212 and DFARS (48 C.F.R) 227-7202-1 through 227.7202-4, the Bolt Data Connect Service and Documentation are being licensed to the Government User pursuant to the terms customarily provided to the public per the terms of this Agreement, unless such terms are inconsistent with United States federal law.

20.3 Export Restrictions. Company may not download, export, or re-export any component of the Bolt Data Connect Service or technical data received hereunder, including software and technical data embedded in any Bolt Data Hardware, regardless of the manner in which received: (i) into, or to a national or resident of, any country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By using the Software Subscription Services, Company represents and warrants that: (a) Company is not located in, under the control of, or a national or resident of, any such country or on any such list; and (b) Company shall comply with all applicable export control laws.

20.4 Order of Precedence. In the event of a conflict between this Agreement and any Subscription Order, the terms of the Agreement shall govern and take precedence unless mutually agreed in writing by authorized representatives of the respective parties.

20.5 Enforceability; Waiver and Modification. No provision of this Agreement shall be deemed waived or modified unless mutually agreed in writing by authorized representatives of the respective parties. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect.

20.6 Survival. Any payment obligations which accrued prior to termination or expiration of this Agreement or any Subscription Order as well as the rights and obligations of Bolt Data and Company which, by their nature should survive, shall survive any expiration or termination of this Agreement.

20.7 Notices. Any notice that is required or permitted hereunder shall be deemed given only if delivered where personal signature of receipt is obtained, by registered or certified mail with return receipt requested, or by a nationally recognized overnight delivery service, addressed as follows:

If to Bolt Data:

Bolt Data, Inc

330 Poyntz Avenue, Suite 220, Manhattan, KS 66502

For the attention of: Jeremy Mittel

If to Company:

[Subscription Order Form Company]

[Subscription Order Form Company Address]

For the attention of: [Subscription Order Form Company Signatory]

Notices shall be effective upon receipt. It is understood that this Section 20.7 is not intended to govern the day-to-day business communications between the parties in performing Services.

20.8 Force Majeure. Neither party shall be liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligations. Upon written request of Company received by Bolt Data no later than fifteen (15) days prior to the Agreement expiration or termination date, any Bolt Data Connect Service interruption associated with a Force Majeure event shall be calculated in terms of “Service Interruption Days” and used to extend the Agreement Term.

20.9 Assignment. Company may not assign this Agreement without the prior written consent of Bolt Data, which shall not be unreasonably withheld, provided the assignee is not a competitor of Bolt Data.

20.10 Independent Parties. Neither party is an agent, representative, joint-venturer, or partner of the other party. Neither party shall have any right, power, or authority to bind, enter into any agreement or incur any obligation on behalf of, the other party. Each party shall bear its own costs and expenses in performing this Agreement.

20.11 Governing Law. This Agreement will be governed by and construed under the laws of the State of Florida without reference to conflict of laws principles. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever. The parties will be subject to the exclusive jurisdiction of the state and federal courts located in Tampa, FL, and the parties agree and consent to the exclusive jurisdiction and venue of such courts.

20.12 Consent to Communications from Bolt Data. Company agrees that Bolt Data or third parties acting on Bolt Data’s behalf may call or email Company at any telephone number or email that Company provides to Bolt Data and may do so for any purpose relating to your account and/or the Bolt Data Connect Services to which Company subscribes. Company expressly consents to receive such calls and emails and agree that these calls and emails are not unsolicited.

20.13 Protection of our Information and Marks. All Bolt Data Connect Service information, Documentation, Bolt Data Materials, Work Product, materials on our websites, and any other content associated with Bolt Data are protected by trademark, copyright or other intellectual property laws, and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “marks”) of ours and our Affiliates are and shall remain our exclusive property. Nothing in this Agreement shall grant Company the right or license to use any of the marks.

20.14 Updates to this Agreement. Bolt Data may update this Agreement in its sole discretion at any time. When changes are made, Bolt Data will notify Company of such changes. Any changes to the Agreement will be effective thirty (30) days after the dispatch of the notice of such changes to Company. If Company does not agree to any material change(s) after receiving notice of such change(s), Company may terminate this Agreement prior to the conclusion of that thirty (30) day period by providing Notice as governed by Section 20.7 of this Agreement.  If Company does not notify Bolt Data within this time period, the changes will be deemed accepted and Company’s continued use of Bolt Data Connect and other Services constitutes Company’s acceptance of such change(s).”

[END OF AGREEMENT]

Exhibit A – Definitions

“Affiliate” of a party to this Agreement means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorized User” means the individual who is authorized by Company to use the Software Subscription Services, for whom Company has purchased a subscription, for which Bolt Data has provided access credentials to the Software Subscription Services. Authorized Users may include employees, consultants, contractors, and agents of Company, and third parties with which Company conducts business. The scope of Authorized Users or "User" may be further defined in the Subscription Order.

"Bolt Data Hardware" means all equipment that we provide to Company on a subscription basis as described in the Subscription Order, including, but not limited to, cabling, or wiring and related electronic devices and any other hardware, and includes all software and programs contained within Bolt Data equipment.

"Bolt Data Connect Service" means collectively, as applicable, Software Subscription Services, Bolt Data Hardware, Professional Services, Managed Services, and Support that Company has ordered and Bolt Data has agreed to provide as indicated on the applicable Subscription Order.

“Bolt Data Span of Control” means the Bolt Data-provided software and hardware required to offer the Bolt Data Connect Service. For the avoidance of doubt, the Internet, third-party applications and hardware, platform providers, Company supplied networking or Company supplied systems are not in Bolt Data’s Span of Control.

“Company Data” means any electronic data, information, and other materials: (a) submitted by or for Company to the Software Subscription Services; or (b) collected and processed by or for Company using the Software Subscription Services. Company Data excludes Usage Data, any content from publicly available sources, and any suggestion, enhancement request, recommendation, correction, or other feedback relating to the operation of the Software Subscription Services.

“Documentation” means the official Bolt Data provided instructions, user guides, manuals, Support, and other descriptive service description information applicable to the Services whether in electronic, paper, or equivalent form, as updated from time to time at Bolt Data’s discretion.

“Downtime” means the time that the Bolt Data Web Application is unavailable. Downtime can either be Excused Downtime or Unexcused Downtime.

“Downtime Percentage” shall equal the result obtained by subtracting the service availability percentage from the availability SLA over a running three-month period as referenced in the Bolt Data Connect Service Level Agreement located at https://bolt-data.force.com/BoltData/s/.

“Gateway” is defined as hardware or cloud infrastructure provided by Bolt Data or by the Company and may be required to run Software Subscription Services. Gateways broker connections between devices and the cloud, aggregate sensor data, and evaluate Company-defined alert conditions.

“Excused Downtime” is Downtime due to any of the causes listed below:

• Failures outside Bolt Data’s Span of Control such as downtime due to failure of the Internet or Company’s network, or downtime due to issues with Company’s hosted cloud infrastructure, Company’s hardware, or Company’s third-party applications, or downtime resulting from Bolt Data’s underlying cloud infrastructure scheduled or unscheduled outage
• Downtime resulting from applications, customizations, integrations, or configurations developed for or by Company that are running on or interacting with the Service
• Planned maintenance or downtime, for which Bolt Data provides Company advance notification
• Emergency maintenance or downtime for which Bolt Data will make commercially reasonable efforts to provide Company advance notification
• Downtime resulting from a Company disabling any component the Bolt Data Connect Service .
• Force Majeure events

“Subscription Order” means a Bolt Data Connect Subscription Order Form document identifying the Services, scope, quantity, charges, and other information relevant to a specific transaction between Company and Bolt Data hereunder. Subscription Orders are applicable only to those items listed on the particular Subscription Order. Each Subscription Order will be governed by this Agreement and is incorporated herein by this reference. By entering into a Subscription Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Professional Services” means the implementation, technical, expert, or training services provided by or through Bolt Data under any applicable Subscription Order and or Statement of Work as defined in Section 19 of this Agreement.

“Service Level Agreement” (“SLA”) means Bolt Data’s commitments relative to the Software Subscription Service availability as referenced in the Bolt Data Connect Service Level Agreement located at https://bolt-data.force.com/BoltData/s/.

“Software Subscription Services” means the online subscription services provided by Bolt Data via a Subscription Order that provide the functionality described in the Documentation.

"Support" means Bolt Data's customer support offering for the Service, as referenced in the Bolt Data Connect Service Level Agreement located at https://bolt-data.force.com/BoltData/s/.

“Synthetic User” is an account created for the purpose of deploying scripts to simulate the path an end user might take through a web application, reporting back the performance the simulator experiences.

“Unexcused Downtime” is Downtime that is not Excused Downtime.

“Usage Data” means generic usage information reflecting the access, use or performance of the Software Subscription Services and related systems and technologies by or on behalf of Company or an Authorized User.