MICROSOFT COMMERCIAL MARKETPLACE STANDARD CONTRACT

Publisher: Curo46, LLC

This Standard Contract ("Agreement") is between you ("you" or "Customer") and Curo46, LLC ("Publisher") from which you are procuring Offerings (defined below) and governs your use of Offerings purchased through the Microsoft Commercial Marketplace ("Marketplace"), operated by Microsoft Corporation ("Microsoft").

This Agreement, together with all Orders and Documentation incorporated by reference, is the parties' entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. Capitalized terms have the meanings given under "Definitions."

Microsoft has created this template Standard Contract to facilitate a transaction between Publisher (Curo46, LLC) and Customer. As the Marketplace partner, Microsoft makes the Marketplace available and bills Customer on Publisher's behalf. Both parties acknowledge that Microsoft is not a party to this Agreement, nor in any way responsible for the parties' actions or obligations under this Agreement. Microsoft's relationship with Customer and Publisher is solely governed by Microsoft's respective agreements with those parties; Microsoft otherwise disclaims all liability resulting from this Agreement (including any Orders).

1. LICENSE TO OFFERINGS

1.1 License grant. Offerings are licensed and not sold. Upon acceptance of an Order, and subject to Customer's compliance with this Agreement, Publisher (Curo46, LLC) grants Customer a nonexclusive and limited license to use the ordered Offerings solely within the scope, quantities, metrics, licensed users, facilities, workloads, and other limits stated in the applicable Order and Documentation. These licenses are solely for Customer's own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.

Offerings may contain or be provided with components that are subject to open-source software licenses. Any use of those components may be subject to additional terms and conditions and Customer agrees that any applicable licenses governing the use of the components will be incorporated by reference in this Agreement.

1.2 Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Licenses granted for metered Offerings billed periodically based on usage continue as long as Customer continues to pay for its usage of the Offerings. All other licenses become perpetual upon payment in full.

1.3 End Users. Customer will control access to and use of the Offerings by End Users and is responsible for any use of the Offerings that does not comply with this Agreement, except to the extent such non-compliance results from the Offering's failure to perform in accordance with this Agreement or from Publisher's breach.

1.4 Affiliates. Customer may order Offerings for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Publisher. Customer will remain responsible for all obligations under this Agreement and for its Affiliates' compliance with this Agreement and any applicable Order(s).

1.5 Reservation of Rights. Publisher reserves all rights not expressly granted in this Agreement. Offerings are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use Offerings on a device do not give Customer any right to implement Publisher's patents or other intellectual property in the device itself or in any other software or devices.

1.6 Restrictions. Except as expressly permitted in this Agreement, Documentation or an Order, Customer must not (and is not licensed to):

a. copy, modify, reverse engineer, decompile, or disassemble any Offering, or attempt to do so;

b. install or use any third-party software or technology in any way that would subject Publisher's intellectual property or technology to any other license terms;

c. work around any technical limitations in an Offering or restrictions in Documentation;

d. separate and run parts of an Offering on more than one device;

e. upgrade or downgrade parts of an Offering at different times;

f. use an Offering for any unlawful purpose;

g. transfer parts of an Offering separately;

h. distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use them to offer hosting services to a third party; or

i. use the Offering to provide services to third parties or operate a service bureau without Publisher's prior written consent.

1.7 License transfers. Customer may only transfer fully-paid, perpetual licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Offering and render any copies unusable. Customer must obtain Publisher's prior written approval (not to be unreasonably withheld, conditioned, or delayed) before any License transfer and must notify Publisher of such transfer and provide the transferee a copy of this Agreement and any other documents necessary to show the scope, purpose, and limitations of the licenses transferred. Attempted license transfers that do not comply with this section are void.

1.8 Feedback. Feedback is provided voluntarily. To the extent Customer provides Feedback, Customer grants Publisher a non-exclusive, royalty-free license to use such Feedback solely for improving the Offering. Notwithstanding the foregoing, Feedback shall not include Customer Confidential Information, and no rights are granted to use any Feedback in a manner that would identify Customer or disclose Customer Confidential Information.

2. PRIVACY

2.1 EU Standard Contractual Clauses. To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Customer Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, made available by the Publisher at the applicable URL for such terms or as otherwise communicated to Customer.

2.2 Personal Data. Customer consents to the processing of Personal Data by Publisher and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to Publisher, Customer will obtain all required consents, authorizations, rights, and notices from third parties (including Customer's contacts, partners, distributors, administrators, employees, patients, and end users) under applicable privacy and Data Protection Laws. Customer shall not submit protected health information to the Offering unless and until the parties have entered into a business associate agreement covering such use.

2.3 Processing of Personal Data; GDPR. To the extent Publisher is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection ("Processing of Personal Data; GDPR"):

a. Processor and Controller Roles and Responsibilities. Customer and Publisher agree that Customer is the controller of Personal Data and Publisher is the processor of such data, except when (a) Customer acts as a processor of Personal Data, in which case Publisher is a subprocessor or (b) stated otherwise in any Offering-specific terms. Publisher will process Personal Data only on documented instructions from Customer. In any instance where the GDPR applies and Customer is a processor, Customer warrants to Publisher that Customer's instructions, including appointment of Publisher as a processor or subprocessor, have been authorized by the relevant controller.

b. Processing Details. The parties acknowledge and agree that:

i. the subject-matter of the processing is limited to Personal Data within the scope of the GDPR;

ii. the duration of the processing will be for the duration of the Customer's right to use the Offering and until all Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Agreement;

iii. the nature and purpose of the processing will be to provide the Offering pursuant to this Agreement;

iv. the types of Personal Data processed by the Offering include those expressly identified in Article 4 of the GDPR; and

v. the categories of data subjects are Customer's representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to Publisher by Customer.

c. Data Subject Rights; Assistance with Requests. Publisher will make information available to Customer in a manner consistent with the functionality of the Offering and Publisher's role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. Publisher will comply with reasonable requests by Customer to assist with Customer's response to such a data subject request. If Publisher receives a request from Customer's data subject to exercise one or more of its rights under the GDPR in connection with an Offering for which Publisher is a data processor or subprocessor, Publisher will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Offering.

d. Use of Subprocessors. Customer consents to Publisher using the subprocessors listed at the applicable Publisher URL or as otherwise communicated to Customer. Publisher remains responsible for its subprocessors' compliance with the obligations herein. Publisher may update its list of subprocessors from time to time, by providing Customer at least 14 days notice before providing any new subprocessor with access to Personal Data. If Customer does not approve of any such changes, Customer may terminate the affected Offering only if the change materially degrades the security posture or increases Customer's regulatory compliance obligations by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval.

e. Records of Processing Activities. Publisher will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of Customer, make them available to Customer upon request.

2.4 Security. Publisher will take appropriate security measures that are required by Data Protection Laws and in accordance with good industry practice relating to data security. Such measures shall be consistent with commercially reasonable industry standards for healthcare SaaS platforms and shall include administrative, technical, and physical safeguards appropriate to the sensitivity of the data processed.

2.5 Support Data. Publisher may collect and use Support Data internally to provide technical support for the Offering.

2.6 International Compliance. Each party shall comply with applicable international data protection laws, including where applicable GDPR and cross-border transfer requirements, consistent with its role as controller or processor.

2.7 Data Use Limitation. Publisher shall use Customer Data solely to provide and support the Offering and as otherwise permitted under this Agreement. Publisher may use de-identified and aggregated data (de-identified in accordance with the standards under HIPAA and applicable Data Protection Laws) to operate, maintain, analyze, and improve its Offering, provided such data does not identify Customer or any individual and is not attributable to Customer. Publisher shall not sell Customer Data and shall not disclose Customer Data to third parties except as necessary to provide the Offering or as required by law.

3. CONFIDENTIALITY

3.1 Non-Disclosure Agreement. The parties will treat all confidential information exchanged between the parties under this Agreement in accordance with the separate nondisclosure agreement ("NDA") executed by the parties. If no separate NDA is in effect, the following provisions apply to the parties' exchange of confidential information.

3.2 Confidential Information. "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential, including Customer Data, Support Data, the terms of this Agreement, authentication credentials, and Publisher's software, models, algorithms, Documentation, pricing, security information, and other proprietary materials (including those of Publisher's parent company, General Genomics, Inc.).

3.3 Protection of Confidential Information. Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

3.4 Disclosure required by law. A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

3.5 Duration of Confidentiality obligation. These obligations apply: (1) for Customer Data, until it is deleted by Publisher; and (2) for all other Confidential Information, for a period of two years after a party receives the Confidential Information. Notwithstanding the foregoing, Confidential Information relating to trade secrets, security practices, or proprietary technology (including that of Publisher or General Genomics, Inc.) shall be protected for so long as such information remains a trade secret under applicable law.

4. SERVICE LEVEL AGREEMENTS (SLA)

Publisher may offer further availability and support obligations for an Offering. Such service level agreement ("SLA") will be made available by the Publisher at the applicable URL for such SLA or as otherwise communicated to Customer.

5. VERIFYING COMPLIANCE

5.1 Customer must keep records relating to Offerings it and its Affiliates use or distribute. At Publisher's expense, Publisher may verify Customer's and its Affiliates' compliance with this Agreement by directing an independent auditor (under nondisclosure obligations) to conduct an audit or ask Customer to complete a self-audit process, except that if any audit reveals a material non-compliance exceeding five percent (5%) of licensed use, Customer shall reimburse Publisher for reasonable out-of-pocket audit costs. Customer must promptly provide any information and documents that Publisher or the auditor reasonably requests related to the verification and access to systems running the Offerings. If verification or self-audit reveals any unlicensed use, Customer must order sufficient licenses to cover the period of its unlicensed use. The audits may be conducted more frequently, if required by the party's auditors and/or regulators, of books and records related to this Agreement. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance. Audits shall be conducted no more than once annually, upon reasonable prior notice, during normal business hours, and in a manner that minimizes disruption.

5.2 Upon request, Publisher will make available to Customer all information necessary to conduct an audit and demonstrate compliance under GDPR provisions for the processing of Personal Data. Customer may request information through a security questionnaire or self-attestation.

6. REPRESENTATION AND WARRANTIES

6.1 Publisher continuously represents and warrants that:

a. it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement;

b. its performance will not violate any agreement or obligation between it and any third party;

c. the Offering will substantially conform to the Documentation;

d. the Offering will not:

i. to the best of Publisher's knowledge, infringe or violate any third party patent, copyright, trademark, trade secret, or other proprietary right; or

ii. contain viruses or other malicious code that will degrade or infect any products, services, software, or Customer's network or systems, and

e. while performing under this Agreement, Publisher will comply with law, including Data Protection Laws and Anti-Corruption Laws, and will provide training to its employees regarding Anti-Corruption Laws.

6.2 Disclaimer. Except as expressly stated in this Agreement, the Offering is provided as is. To the maximum extent permitted by law, Publisher disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance.

6.3 Insurance. Publisher shall maintain commercially reasonable insurance coverage, including cyber liability and technology errors and omissions insurance, consistent with industry standards, and shall provide evidence upon reasonable request.

6.4 AI Disclaimer. The Offering is not intended for emergency or time-critical medical decision-making or any use requiring FDA clearance, approval, or authorization unless expressly stated in the applicable Order. Outputs are provided for informational purposes only and do not constitute medical, clinical, legal, reimbursement, or professional advice, or a substitute for licensed professional judgment. Customer is solely responsible for independently reviewing, evaluating, validating, and acting upon such outputs.

6.5 Third-Party Dependencies. Publisher shall not be responsible for failures or delays caused by third-party systems, infrastructure, or integrations not under Publisher's control.

6.6 Customer Acknowledgements. Customer shall not rely on the Offering or any AI-generated output as the sole basis for clinical, medical, patient care, billing, reporting, or operational decisions, and shall ensure that all outputs are reviewed by appropriately qualified personnel exercising independent professional judgment. Customer is responsible for the accuracy, quality, legality, and completeness of Customer Data, third-party systems and integrations, and any necessary consents or authorizations. Customer must double-check, validate, and approve all work product before relying on or submitting it, including information included in auto-fill or pre-populated forms. Customer acknowledges that the Offering relies on Customer Data and third-party systems, and Publisher shall not be responsible for inaccuracies or failures resulting from incomplete, inaccurate, or delayed data provided by or on behalf of Customer.

7. DEFENSE OF THIRD-PARTY CLAIMS

7.1 By Customer. Customer will defend Publisher and its Affiliates from and against any and all third party claims, actions, suits, or proceedings arising from or related to: (i) Customer's or any authorized user's violation of this Agreement; (ii) Customer Data; (iii) Customer's violation of applicable law; or (iv) Customer's use of the Offering in a manner not authorized under this Agreement and will indemnify Publisher and its Affiliates for all reasonable attorneys' fees, damages, and other costs finally awarded against Publisher, as well as amounts paid in settlement approved by Customer (such approval not to be unreasonably withheld). Publisher must provide Customer with prompt written notice of any Claims Against Publisher and allow Customer the right to assume the exclusive defense and control of the claim and cooperate with any reasonable requests assisting Customer's defense and settlement of such matter.

7.2 By Publisher. Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that: (i) the use of the Offering as permitted under the Contract infringes or misappropriates a third party's intellectual property rights and (ii) any material violation of applicable Data Protection Laws by Publisher in its provision of the Offering, and will indemnify Customer for all reasonable attorney's fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Publisher approves of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Publisher products, including third-party software; and (2) any modification, combination or development of the Offering that is not performed or authorized in writing by Publisher, including in the use of any application programming interface (API). Customer must provide Publisher with prompt written notice of any Claim Against Customer and allow Publisher the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting Publisher's defense and settlement of such matter. This section sets forth Publisher's obligations with respect to Claims Against Customer, subject to the limitation of liability provisions in Section 8.

7.3 Notwithstanding anything contained in Sections 7.1 and 7.2 above, (1) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (2) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if: (A) the third party asserting the claim is a government agency; (B) the settlement arguably involves the making of admissions by the indemnified parties; (C) the settlement does not include a full release of liability for the indemnified parties; or (D) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

8. LIMITATION OF LIABILITY

For each Offering, each party's maximum aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Offerings during the term of the applicable licenses, subject to the following:

a. Subscriptions. (i) For Offerings ordered on a subscription basis, Publisher's maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Offering during the 12 months before the incident or $500,000, whichever is greater.

(ii) Notwithstanding subsection a.(i), for Offerings ordered on a subscription basis, Publisher's maximum liability to Customer for any unauthorized access, use, or disclosure of Customer Data due to a breach of Publisher's obligations under Section 2.4 (Security) will not exceed two times (2x) the amount Customer paid for the Offering during the 12 months before the incident or $2,000,000, whichever is greater. This security cap applies in place of, and not in addition to, the general subscription cap in subsection a.(i) for any incident arising from a breach of Section 2.4 (Security).

b. Free Offerings and distributable code. For Offerings provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Publisher, Publisher's liability is limited to direct damages finally awarded up to US $5,000.

c. No Indirect Damages. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.

d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's: (1) confidentiality obligations under Section 3 (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligation under Section 7; (3) violation of the other party's intellectual property rights; (4) gross negligence, willful misconduct, or fraud; or (5) Customer's violation of applicable law, misuse of the Offering, or breach of its obligations under Section 1 (License) or Section 2 (Privacy).

Nothing in this Section shall limit Customer's obligation to pay fees or either party's indemnification obligations except as expressly provided.

9. PRICING AND PAYMENT

Microsoft will invoice and charge Customer under the terms of the Microsoft Commercial Marketplace Terms of Use and applicable Order.

10. TERM AND TERMINATION

10.1 Term. This Agreement is effective until terminated by a party, as described below. The term for each Order will be set forth therein.

10.2 Termination without cause. Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause on 60 days' notice. Termination without cause will not affect Customer's perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement. Publisher will not provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is terminated without cause.

10.3 Termination for cause. Without limiting other remedies it may have, either party may terminate this Agreement or any Order immediately on notice if (i) the other party materially breaches the Agreement or an Order, and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) the other party becomes Insolvent. Upon such termination, the following will apply:

a. All licenses granted under this Agreement will terminate immediately except for fully-paid, perpetual licenses.

b. All amounts due under any unpaid invoices will become due and payable immediately. For metered Offerings billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date.

c. If Publisher is in breach, Customer will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.

10.4 Suspension. Publisher may suspend use of the Offering without terminating this Agreement during any period of material breach, provided that Publisher shall, where reasonably practicable, provide prior written notice and a reasonable opportunity to cure before suspension.

10.5 Refund. For Offerings ordered on a subscription basis that are $100,000 or more, if Publisher breaches any of the warranties set forth in Section 6 (Representation and Warranties) and those breaches remain uncured after a thirty (30) day cure period following written notice, Customer may terminate this Agreement and Publisher will provide Customer a full refund of all fees paid to Publisher.

10.6 Survival. The terms of this Agreement, including the applicable Order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Order, will survive termination or expiration, including all indemnity obligations and procedures.

10.7 General Cure Period. Except where otherwise expressly stated, any material breach of this Agreement shall be subject to a thirty (30) day cure period following written notice from the non-breaching party.

10.8 Data Return. Upon termination or expiration, Publisher shall, upon request, provide Customer with a commercially reasonable means to export Customer Data in a standard format.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, together with all Orders and Documentation incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply:

a. Order;

b. this Agreement;

c. Service Level Agreement (SLA); and

d. Documentation.

11.2 Independent contractors. The parties are independent contractors. Customer and Publisher each may develop products independently without using the other's Confidential Information.

11.3 Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the services of others.

11.4 Amendments. Unless otherwise agreed in a writing signed by both parties, Publisher will not change the terms of this Agreement, including privacy terms, during the term of this Agreement.

11.5 Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights Publisher may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent. Furthermore, either party may assign this Agreement without the consent of the other party in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void.

11.6 Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.

11.7 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

11.8 No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

11.9 Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Publisher must be sent to the address stated in the Order. Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Publisher may send notices and other information to Customer by email or other electronic form.

11.10 Governing Law; Venue. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The parties agree that any disputes arising under this Agreement shall be brought exclusively in the state or federal courts located in Delaware.

11.11 Order of precedence. Except as set forth in the order of precedence in Section 11.1 (Entire Agreement), the body of this Agreement will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.

11.12 Government procurement rules. By accepting this Agreement, Customer represents and warrants that: (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.

11.13 Compliance with laws. Publisher will comply with all laws and regulations applicable to its provision of the Offerings. Publisher will obtain and maintain any approvals, licenses, filings, or registrations necessary to its performance, and will comply with all law (including law related to export, corruption, money laundering, or any combination of these). Customer must also comply with laws applicable to their use of the Offerings.

11.14 Construction. Neither party has entered this Agreement in reliance on anything not contained or incorporated in it. This Agreement is in English only. Any translation of this Agreement into another language is for reference only and without legal effect. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to affect the parties' intent. Lists of examples following "including", "e.g.", "for example", or the like are interpreted to include "without limitation," unless qualified by words such as "only" or "solely." This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. Unless stated or context requires otherwise:

a. all internal references are to this Agreement and its parties;

b. all monetary amounts are expressed and, if applicable, payable, in U.S. dollars;

c. URLs are understood to also refer to successors, localizations, and information or resources linked from within websites at those URLs;

d. a party's choices under this Agreement are in its sole discretion, subject to any implied duty of good faith;

e. "written" or "in writing" means a paper document only, except where email is expressly authorized;

f. "days" means calendar days;

g. "may" means that the applicable party has a right, but not a concomitant duty;

h. "partner," if used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership;

i. "current" or "currently" means "as of the Effective Date" but "then-current" means the present time when the applicable right is exercised or performance rendered or measured;

j. "notify" means to give notice under Section 11.9 (Notices); and

k. a writing is "signed" when it has been hand-signed (i.e., with a pen) or signed via an electronic signature service by a duly authorized representative of the signing party.

11.15 Force Majeure. Neither party shall be liable for failure or delay due to events beyond its reasonable control, excluding payment obligations.

12. DEFINITIONS

"Affiliate" means any legal entity that controls, is controlled by, or is under common control with a party.

"Anti-Corruption Laws" means all laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.

"Claim Against Customer" means any third-party claim, action, suit, proceeding, or demand for which Publisher has a defense obligation under Section 7.2 (By Publisher).

"Claims Against Publisher" means the third-party claims, actions, suits, or proceedings for which Customer has a defense obligation under Section 7.1 (By Customer).

"Control" means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

"Confidential Information" is defined in the "Confidentiality" section.

"Customer Data" means all data, including all text, sound, software, image or video files that are provided to Publisher or its Affiliates by, or on behalf of, Customer and its Affiliates through use of the Offering. Customer Data does not include Support Data.

"Data Protection Laws" means any laws applicable to Publisher or Customer, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data ("GDPR"), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

"Documentation" means all user manuals, handbooks, training material, requirements, and other written or electronic materials Publisher makes available for, or that result from use of, the Offering.

"End User" means any person Customer permits to use an Offering or access Customer Data.

"Feedback" means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient's Confidential Information, products, or services. Feedback does not include sales forecasts, future release schedules, marketing plans, financial results, and high-level plans (e.g., feature lists) for future products.

"Insolvent" means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party's) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.

"Offering" means all services, websites (including hosting), solutions, platforms, and products identified in an Order and that Publisher makes available under or in relation to this Agreement, including the software, equipment, technology, and services necessary for Publisher to provide the foregoing. Offering availability may vary by region.

"Order" means an ordering document used to transact the Offering via the Marketplace.

"Personal Data" means any information relating to an identified or identifiable natural person.

"Publisher" means Curo46, LLC.

"Representatives" means a party's employees, Affiliates, contractors, advisors and consultants.

"Standard Contractual Clauses" means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR.

"Subcontractor" means any third party: (1) to whom Publisher delegates its obligations under this Agreement, including a Publisher Affiliate not contracting directly with Customer through an Order; or (2) who, in performing under a contract between it and Publisher or a Publisher Affiliate, stores, collects, transfers or otherwise processes Personal Data (obtained or accessed in connection with performing under this Agreement) or other Customer Confidential Information.

"Support Data" means all data, including all text, sound, video, image files, or software, that are provided to Publisher by or on behalf of Customer (or that Customer authorizes Publisher to obtain from an Offering) through an engagement with Publisher to obtain technical support for the Offering covered under this Agreement.

"Use" means to copy, download, install, run, access, display, use or otherwise interact with.

ACCEPTANCE

Acceptance of this Agreement occurs when Customer accepts an Order for an Offering through the Microsoft Commercial Marketplace. The party identifications below confirm the Publisher of record for offline reference; no separate signature is required for Marketplace transactions.