SCHEDULE B SUBSCRIPTION TERMS AND CONDITIONS

Last Updated: March 6, 2026

IMPORTANT – READ CAREFULLY: This is a binding contract between Enhance USA Technologies USA (“Licensor” or “Enhance”) and the Party identified as “Franchisee” in the Franchisee SaaS Agreement.  This “Agreement” includes these “Subscription Terms and Conditions”, the Franchisee SaaS Agreement (including attached exhibits or schedules) between Enhance and Franchisee (the “Franchisee SaaS Agreement”), and the Service Level Agreement in Exhibit A.  This Agreement is effective as of the date the Parties enter into that Franchisee SaaS Agreement incorporating these “Subscription Terms and Conditions” (the “Effective Date”) and governs Franchisee’s use of and access to the Services.  

Enhance and Franchisee shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.  Capitalized terms used in this Agreement have the meanings assigned where they first appear.  All defined terms include both plural and singular.  Any reference to the word “day” or “days” shall mean calendar day or calendar days, respectively, unless otherwise expressly provided.

Except for Acceptable Use Policy to be delivered to Users via click-through prior to Users’ registration of their account and use of the Licensor Platform, where Franchisee is required to click-through or otherwise accept or be made subject to any electronic terms and conditions to use or access any product or service purchased hereunder, such terms and conditions are not binding and shall have no force or effect as to the product or service, this Agreement, or the applicable order for the product or service. Further, any terms and conditions of a Party’s invoice, acknowledgment, confirmation, or similar document, shall not apply to any order under this Agreement, or to this Agreement, and any such terms and conditions on any such document are objected to without need of further notice or objection.

In consideration of the mutual promises and covenants of the Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following terms and conditions:

1. SERVICES 

1.1 Licensor Platform. Licensor owns, markets, and licenses its proprietary cloud-based services in object code format, known as Enhance Tech software platform and related mobile applications for iOS and Android platforms (“Licensor Platform”), among other products and services (together, “Services”) are collectively referred to as “Services”. Licensor shall provide online how-to instructions, FAQs, and other written guides relating to the use of the Licensor Platform in electronic form to Franchisee upon request (“Documentation”).  Licensor may update the content, functionality, and user interface of the Licensor Platform from time to time provided such update will not materially decrease the functionality of the Licensor Platform during the applicable Service.  Franchisee agrees that its use of or access to the Licensor Platform under this Agreement (“Subscription”) is not contingent on the delivery of future features or functionality.

1.2 Users.  In connection with the license to use the Licensor Platform, Licensor will provide login information available to employees, fitness trainers, gym members, and other individuals authorized by Franchisee (and where applicable in a Distribution Engagement, by an End-Client) to use and access Licensor Platform (each a “User”); provided that Franchisee will be responsible for any acts or omission of Users’ access to or use of the Licensor Platform in compliance with this Agreement (including applicable terms of use); provided, however that Franchisee shall not be responsible for any acts or omissions of gym members or personal training recipients who are not employees, contractors, or fitness trainers of Franchisee. Franchisee represents that all personal training recipients and/or gym members have signed (via electronic membership enrollment or other onboarding processes) to (i) give Franchisee consent to collect their information for their use of the Facilities; and (ii) provide waiver and release of liability associated with their participation in training sessions and use of gym equipment. 

2. PROPRIETARY RIGHTS

2.1 Provision of Access.  Subject to Franchisee’s payment of Fees and compliance with the terms and conditions of this Agreement, Licensor grants Franchisee and/or its Affiliates (including their Users) a limited, non-exclusive, non-transferable license to access and use the Licensor Platform solely for its internal business purposes (“Corporate Use”) during the applicable Service Period (as defined in the applicable SOW) solely to access and use the Licensor Platform and related Documentation as contemplated herein.  

2.2 Proprietary Rights. Each Party owns and retains all rights, title, and interests in and to its Intellectual Property Rights owned (or licensed from a third party provider) by such Party as of the Effective Date or developed by such Party independent of this Agreement without use of or reference to the other Party’s Confidential Information.  For purposes of this Agreement, “Intellectual Property Rights” or “IPR” include, but are not limited to, (i) copyrights, (ii) trademarks, service marks, logo, trade name (including internet domain names) (together, “Marks”), (iii) patents (subsection (i)-(iii), whether registered or unregistered), and (iv) trade secret, processes, methodologies, invention, know-how, rights in design, and any other proprietary rights of any kind and all rights to enforce the foregoing.

(a) Franchisee Properties. All materials provided to Licensor in connection with this Agreement, including all Franchisee’s Confidential Information, communications, business rules and any other materials provided by Franchisee to Licensor in connection with this Agreement (collectively, “Franchisee Properties”), shall be and remain the exclusive property of Franchisee unless otherwise agreed in writing.  Licensor will use such Franchisee Property solely as necessary to provide the Services. 

(b) Licensor Properties. Licensor shall own and retain all right, title, and interest in and to (a) the Licensor Platform including any upgrades and enhancements, and related Documentation, (b) Licensor’s Confidential Information; (c) software, application programming interfaces, and other technologies, information, and materials provided by Licensor to enable Franchisee to use and access the Licensor Platform (and if mutually agreed, to market, distribute, or sublicense Licensor Platform for Distribution Engagement); or (d) all Intellectual Property Rights (including Licensor Marks) related to any of the foregoing, including the designs, look-and-feel, combinations of colors, user interface, and the source code (together, “Licensor Properties”).  All rights not expressly granted to Franchisee are reserved by Licensor.  

(c) Feedback. Licensor shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, feedback, or recommendations provided by Franchisee (which expressly excludes Franchisee’s Confidential Information) (“Feedback”) for the purpose of optimizing, improving, or enhancing Licensor Platform, or creating derivative product.  Feedback is provided by Franchisee “as-is” without warranty of any kind and Franchisee shall have no liability for Licensor’s use of Feedback. 

2.3 Use Restrictions. Unless otherwise expressly permitted by Licensor in writing, Franchisee will not, directly or indirectly, conduct any of the following: (a) copy, modify, or create derivative works or improvement of the Services or Documentation, in whole or in part; (b) distribute, republish, download, display, post, or transmit any portion of the Licensor Properties or provide support or other offerings for the Services outside the Territory or potential use outside the Territory; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any Licensor Properties or any part thereof; (d) combine or merge any part of the Licensor Properties with or into any other software, document, or work; (e) refer to or otherwise use any part of the Licensor Properties as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those of Licensor Properties; (f) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice in the Licensor Properties, or other mechanism that obscures any of the foregoing, infringes or misappropriates Licensor’s IPR, or confuses a User as to Licensor’s rights in the Licensor Properties; (g) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess, access, or utilize any portion of the Licensor Properties without the express prior written consent of Licensor; (h) knowingly use the Licensor Properties to store, receive, or distribute any information or data that contains, transmits, or activates any virus, worm, malware, or other malicious computer code, or otherwise violates any applicable Laws; (i) access or use the Licensor Properties for the purposes of a competitive analysis of the Licensor Properties and/or for the purposes of developing, improving, or distributing any products or services that would compete with the Licensor Properties; and/or (j) attempt to or assist any individual or entity in attempting to do any of the foregoing.

2.4 Compliance.  Franchisee will use the Services in compliance with Documentation, the Use Restrictions in Section 2.3, and all applicable Laws.  Although Licensor has no obligation to monitor Franchisee’s use of the Services, Licensor may temporarily suspend Franchisee’s, its Users’, and where applicable End-Client’s access to any portion or all of the Services if Licensor reasonably determines that their use of the Services (i) materially or knowingly breaches Section 2.3 (Use Restrictions), for which Licensor shall provide written notice of suspension at least 5 business days in advance; or (ii) poses an imminent or material security risk to the Services or to any other customers or vendors of Licensor, for which Licensor may suspend immediately.

2.5 Franchisee Contingencies.  Franchisee shall be responsible for obtaining and maintaining, at its own cost, any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Franchisee shall also be responsible for maintaining the security of the Equipment, Franchisee account, or passwords (including but not limited to administrative User’s passwords).  Franchisee shall ensure that it and its Users abide by all Laws applicable to Franchisee’s use of the Services.    

2.6 Third Party Materials. The terms of use, service, or sales of any third party products, materials, or application programming interfaces (together, “Third Party Materials”) which integrate with the Licensor Platform, with the exception of application programming interfaces developed by Licensor, the use of such Third Party Materials will be subject to separate end-user license agreement, API license agreement, or other terms and conditions separate from this Agreement (collectively, “EULA(s)”).  Franchisee acknowledges and agrees that such Third Party Materials (i) are added at Franchisee’s request; (ii) do not constitute a part of the Services; and (iii) the selection of, and decision to procure, implement, use, license, and/or subscribe to, such Third Party Materials are at Franchisee’s sole risk and discretion.  Franchisee further acknowledges and agrees that the actual operation, performance, availability, and scalability of any Third Party Materials may vary based on factors, such as final configuration of the Services, or Franchisee’s contingencies to meet technical specifications for the proper function and operation of such Third Party Materials in conjunction with the Services.  Franchisee will indemnify and defend Licensor from any claims by such Third Party Materials’ licensor arising from Licensor Platform’s integration or operations with such Third Party Materials to facility Franchisee’s use of the Licensed Platform. 

3. CONFIDENTIALITY; DATA USE

3.1 Confidentiality

(a) From time to time during the Term of this Agreement, either Party ("Disclosing Party") may disclose or make available to the other Party ("Recipient"), non-public proprietary and confidential information of the Disclosing Party that (i) if disclosed in writing or other tangible form is clearly labeled as "confidential," (ii) if disclosed orally, is identified as confidential when disclosed and/or within 10 days thereafter, is summarized in writing and confirmed as confidential, (iii) refers to the terms or existence of this Agreement, or (iv) a reasonably prudent person would believe to contain proprietary or confidential information of a Party and Users’ information ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Recipient's breach of its confidentiality obligations under this Agreement; (b) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Recipient's lawful possession without obligation to keep it confidential, prior to the Disclosing Party's disclosure hereunder; or (d) was or is independently developed by the Recipient without the use of or reference to the Disclosing Party’s Confidential Information. If the Recipient is required by Laws or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify (to the extent legally permitted) the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy.  For the avoidance of doubt, Franchisee Confidential Information expressly includes original data, information, or content in any form, uploaded or inputted to the cloud-based platform hosting the Licensor Platform by, or on behalf of, Franchisee (and where applicable, an End-Client), or Users through their use of the Services (together, “Franchisee Data”).  Licensor’s Confidential Information expressly includes its pricing information, business proposal(s), product information, audit reports, and/or financial records.

(b) The Recipient shall: (x) implement appropriate physical, technical, and administration measures to protect the Disclosing Party's Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than for the limited purpose of establishing its rights or performing its obligations under this Agreement; and (z) not disclose any such Confidential Information to any natural person or legal entity, except to the Recipient's representatives who (1) have a legitimate need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, (2) have been informed of the confidential nature of the Confidential Information and the Recipient's obligations under this Section 3.1; and (3) are bound by written confidentiality obligations (or professional rules of conduct) at least as protective of the Confidential Information as the terms set forth in this Agreement. 

3.2 Data Use

(a) Franchisee Data. As between Licensor and Franchisee, all Franchisee Data is and shall remain the property of Franchisee, and Franchisee retains any and all rights, title, and interest in and to the Franchisee Data.  Franchisee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and the IPR ownership of Franchisee Data.  Franchisee shall ensure that it has and will continue to have all rights and consents necessary to allow Licensor to use, process, and store Franchisee Data for the purposes of performing Licensor’s obligations under this Agreement.

(b) Services Improvement. Subject to Licensor’s confidentiality obligations under this Agreement, the Parties agree and acknowledge that Licensor shall be permitted to create, analyze and use Usage Data for measuring and enhancing the functionalities and operations of the Services during the Term and thereafter.  For purposes of this Agreement, “Usage Data” means any and all deidentified and anonymized datasets reflecting the access or use of the Services by or on behalf of Franchisee (and where applicable, an End-Client) or any Users, including any User profile-, visit-, session-, impression-, click through- or click stream- data and any statistical or other analysis, information or data based on or derived from any of the foregoing; provided that such aggregated or de-identified datasets do not identify any Users or Franchisee, or otherwise constitute Personal Information subject to Section 3.2(c).  

(c) Data Privacy. To the extent the Franchisee Data constitutes “Personal Information” as defined under the California Privacy Rights Act of 2020 and related regulations (“California Privacy Laws”) or other applicable U.S. data privacy Laws (together, “U.S. Data Protection Laws”), the Parties agree that Franchisee is a business or controller and that it appoints Licensor as its service provider or processor to process Franchisee’s Personal Information as permitted under the Agreement and the U.S. Data ProtectionLaws, or for purposes otherwise agreed in writing (the "Permitted Purposes").  The Parties agree that: (i) Licensor shall not retain, use or disclose Personal Information for any purpose other than the Permitted Purposes; (ii) Personal Information was not sold to Licensor and Licensor shall not "sell" or “share” Personal Information (as the terms “sell” and “share” are defined by the California Privacy Laws); (iii) Licensor shall not retain, use or disclose such Personal Information for a commercial purpose other than the Permitted Purposes; and (iv) Licensor shall not retain, use or disclose Personal Information outside of the direct business relationship between Franchisee and Licensor.  Licensor certifies that it understands the restrictions set out in this Section and will comply with them. 

4. FEES; INVOICES; AND TAXES

4.1 Fees. Fees payable for the Services (the “Fees”) are set forth in the Section V of the “Business Terms” of the Franchisee SaaS Agreement.  Franchisee will pay Fees within 30 days following its receipt of a Licensor-issued invoice (to be delivered electronically, i.e., PDF).  If Franchisee believes that Fees set forth in the applicable invoices are calculated incorrectly, Franchisee must contact Licensor no later than 30 days following Franchisee’s receipt of the applicable invoice, in which the error or problem appeared, to be eligible for receiving an adjustment or credit.  If no issue has been raised about the Fees within the 30-day period, the Fees will be deemed undisputed and final.    

4.2 Invoices. Franchisee agrees to provide Licensor with accurate billing and contact information, including Franchisee’s legal name, street address, e-mail address, and name and telephone number of an authorized billing or account payable contact.  Franchisee agrees to update this information within 30 days of any changes to its account payable contact information.  Any portion of any undisputed Fees or other amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Laws, whichever is less, from the invoice due date until paid in full.  Licensor reserves the right to suspend Franchisee’s access to the Services if Franchisee’s account becomes delinquent and is uncured for a period of 45 days following the invoice due date. 

4.3 Taxes. All amounts payable hereunder will exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges.  Franchisee will be responsible for payment of all such taxes (other than taxes based on Licensor’s income or payroll obligations), fees, duties and charges, and any related penalties and interest, arising from the payment of any Fees hereunder.  Franchisee will make all payments of Fees required hereunder to Licensor free and clear of, and without reduction for, any withholding taxes. 

5. TERM; TERMINATION; SUSPENSION

5.1 Term.  This Agreement will continue for the “Term” as defined in Section II of the “Business Terms” of the Franchisee SaaS Agreement.

5.2 Termination. In addition to any other remedies it may have, either Party may terminate this Agreement for cause if the other Party materially breaches any of the terms or conditions of this Agreement and fails to cure such material breach within 30 days following written notice by the non-defaulting Party.  Termination or expiration of this Agreement will not extinguish Franchisee’s obligations to pay all Fees due Licensor through the date of termination.  Upon any termination, Licensor will make all Franchisee Data available for electronic retrieval by Franchisee  for a period of up to 60 days.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 2 (Proprietary Rights), 3 (Confidentiality; Data Use), 4 (Fees; Invoices; and Taxes), 5.2 (Termination), 6.2 (Warranty Disclaimers), 7 (Indemnification; Risk Allocation), and 8 (Miscellaneous). 

6. WARRANTY AND DISCLAIMER

6.1 General Warranties.  Each Party represents and warrants that it has the right, power, and authority to execute and deliver this Agreement, and when duly authorized, executed, and delivered by such Party, constitutes the legal, valid, and binding obligations of such Party, enforceable in accordance with applicable Laws and terms of this Agreement.  

6.2 Warranty Disclaimers. The Parties acknowledge that the Services may be subject to limitations, delays and other types of interruptions that are inherent in the use of the internet and other types of electronic communications such as failure in performance resulting from acts or events beyond Licensor’s reasonable control.  Therefore, Licensor does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the use of the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

7. INDEMNIFICATION; RISK ALLOCATION

7.1 Indemnification: 

(a) Franchisee agrees to indemnify and hold harmless Licensor, its officers, directors, shareholders, employees, contractors, representatives, and successors and assigns (“Licensor Indemnities”) against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and attorneys’ fees) (“Losses”) arising from or in connection with any third party claim or action alleging (i) Licensor’s use of Franchisee Data, in the format provided by Franchisee, in accordance with this Agreement or Franchisee’s or any of its Users’ use of the Services in violation of this Agreement infringes or otherwise violates such third party’s proprietary, privacy, or other rights, or otherwise breaches any applicable Laws; (ii) any gross negligence, intentional misconduct, or breach of this Agreement by Franchisee or any of its Users in connection with their access or use of the Services.

(b) Licensor agrees to indemnify and hold harmless Franchisee and its officers, directors, shareholders, employees, contractors, representatives, and successors and assigns (“Franchisee Indemnities”) against any Losses to the extent resulting from a third party claim or action alleging (i) Franchisee’s or its User’s use of any Services infringes upon any third party’s IPR (“Infringement Claim”) or (ii) violation of any data protection or data privacy Laws applicable to Licensor’s provision of Services and such violation was directly caused by Licensor’s acts or omission.  Notwithstanding the foregoing, if the Services become the subject of such Infringement Claim, then Licensor may, at its option: (x) procure for Franchisee the right to use the Services free of any liability for infringement; (y) replace or modify the Services to make it non-infringing but with reasonably comparable functionality; or (z) if Licensor determines that the previous two options are not available on a commercially reasonable basis, terminate this Agreement and refund any unused Fees pre-paid by Franchisee for the affected Services covering the remainder of the Service Period.  Furthermore, Licensor has no liability for, and no obligation to indemnify Franchisee against, any third party claim arising from or alleging, based in whole or in part on (i) use of the Services in combination with third party materials not provided or authorized by Licensor in writing (including Documentation; (ii) modification to the Services not made by or on behalf of Licensor; (iii) Franchisee’s failure to incorporate updates or upgrades to the Services as directed by Licensor; or (iv) Franchisee’s or its Users’ breach of Section 2.3 (Use Restrictions). 

(c) The Party seeking indemnity under this Section 7.1 (“Indemnitee”) will use commercially reasonable endeavors to mitigate its damages arising out of any third party claims.  The Party undertaking the indemnity obligations (“Indemnifying Party”) shall have sole control of the defense and of all negotiations for settlement of such action; provided that the Indemnitee has the right to participate at its own expense in the claim or suit and in selecting its own counsel therefor.  At the Indemnifying Party’s request and cost, the Indemnitee will reasonably cooperate with the Indemnifying Party in defending or settling any such action.  Without the Indemnitee’s prior written consent, which shall not be unreasonably conditioned, withheld, or delayed, the Indemnifying Party shall not enter into or otherwise consent to an adverse judgment or SOW, make any admission as to liability or fault that would adversely affect Indemnitee, or settle such claim or suit.  Each Party’s respective indemnification obligations do not apply to the extent any Losses are caused by the Party seeking indemnification or arise as a result of such Party’s breach of this Agreement.  THE FOREGOING IS THE INDEMNIFYING PARTY’S SOLE OBLIGATION AND THE INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS INDEMNIFIABLE UNDER THIS SECTION 7.1.

7.2 RISK ALLOCATION:  TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES AGREE THAT:

(a) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFIT, OR COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) SUBJECT TO SECTION 7.2(C) BELOW, A PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, INDEMNIFICATION OR OTHERWISE, SHALL NOT EXCEED ALL FEES PAID BY FRANCHISEE DURING THE TWELVE MONTH PERIOD PRECEDING THE OCCURRENCE GIVING RISE TO THE CLAIM.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF OTHER REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.  

(c) NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, IN RESPECT OF A DEFAULTING OR INDEMNIFYING PARTY, NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY FOR (i) FRAUD, GROSS NEGLIGENCE, AND WILLFUL MISCONDUCT, OR (ii) ANY MATTER FOR WHICH IT WOULD BE ILLEGAL TO EXCLUDE OR LIMIT LIABILITY. 

8. MISCELLANEOUS: 

8.1 Waiver; Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  A waiver of any breach or default in one instance shall not constitute a waiver for any other purpose or in any other instance. 

8.2 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party without the other Party’s prior written consent.  Notwithstanding the foregoing, either Party may assign this Agreement in its entirety together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party.  

8.3 Entire Agreement. These “Subscription Terms and Conditions” together with the Franchisee SaaS Agreement and the Service Level Agreement in Exhibit A are the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. To the extent there is a conflict between these “Subscription Terms and Conditions” and the Franchisee SaaS Agreement, the Franchisee SaaS Agreement shall control and govern the terms of Services. 

8.4 Amendment. All waivers, modifications, and/or amendments must be in a writing signed by both Parties, except as otherwise provided herein.  

8.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.  

8.6 Notice. All notices under this Agreement will be in writing and be sent to the Recipient’s contact information as provided on the first page of this Agreement (as specified in writing after the Effective Date).  Notice will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  

8.7 Force Majeure Event.  Except for Franchisee’s obligation to pay the applicable Fees when due, no Party will be liable to the other for failure or delay in performance caused by an event beyond the affected Party’s reasonable control, such as acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, pandemic, hurricanes, tornadoes, floods, fires or other natural or unnatural catastrophes (“Force Majeure Event”) and such failure or delay will not constitute a material breach of this Agreement. 

8.8 [INTENTIONALLY DELETED].

8.9 Dispute Resolution. If a dispute arises out of this Agreement, a Party will be entitled to refer the dispute by Notice ("Dispute Notice") for resolution by the Parties' respective manager or designated representatives who will meet to resolve the dispute within 15 days after delivery of such Dispute Notice.  If the Parties fail to resolve the dispute within the foregoing period, the dispute will then be automatically referred to a senior representative of each Party, who will meet to resolve the dispute within 30 days following the delivery of the Dispute Notice.  If the dispute cannot be resolved within such 30 days, each Party may exercise all other rights and remedies available to it under this Agreement.  

8.10 Governing Law; Arbitration. This Agreement shall be governed by the Laws of the State of Delaware without regard to its conflict of laws provisions.  For purposes of this Agreement, “Laws” means laws, regulations, rules enacted by any federal, state or local government in a relevant jurisdiction, including any regulatory requirement contemplated thereunder.  Any disputes (other than efforts to seek injunctive relief in a court or other judicial body to protect any IPR, including trade secrets, or confidentiality) shall be resolved by final and binding individual arbitration, rather than in court.  Each Party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.  The arbitration will be conducted by the American Arbitration Association (AAA) under its current rules for commercial disputes at a place mutually agreed by the Parties.  Jurisdictional and arbitrability disputes, including disputes over the formation, existence, validity, interpretation, or scope of this Agreement, and who are proper parties to the arbitration, shall be submitted to and ruled on by the arbitrators.  Claims shall be brought in a Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.  Claims shall be heard by a panel of three (3) arbitrators, to be chosen as follows: within fifteen (15) days after the commencement of arbitration, each Party shall select one individual to act as arbitrator; thereafter, the two individually selected arbitrators shall select a third arbitrator within ten (10) days of their appointment.  If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA.  Each Party shall bear its own legal fees and costs for all claims subject to the arbitration.  The award of the arbitrators shall be accompanied by a reasoned opinion, and judgment on the award rendered by the arbitration panel may be entered in any court having jurisdiction thereof.  Except as may be required by Laws or to enforce an award, neither Party nor the arbitrators may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the Parties.  TO THE FULLEST EXTENT PERMITTED BY LAWS, EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THIS AGREEMENT. 

8.11 Remedies Cumulative. Except as otherwise provided in the Agreement, the remedies provided herein are intended to be cumulative and will not be deemed to exclude any other right or remedy that a Party may have at law or in equity.  

8.12 No Third-Party Beneficiaries. This Agreement does not create any rights, claims, or benefits, claims other than the Parties or their respective successors or permitted assigns.  

8.13 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.  

8.14 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but which together constitute one and the same instrument.  The Parties may exchange signature pages by email or electronic signature process and such signatures will be effective to bind the Parties to the Agreement.  

8.15 Interpretation. There is no rule of interpretation against the drafter in drafting these terms and conditions.  Both Parties acknowledge they have had ample time to review and negotiate the terms and conditions and have had the opportunity to review these terms and conditions with their respective legal advisers. 

Exhibit A Service Level Agreement:

1- Support Services.

Support services to Franchisee are set forth in this Schedule (“Support Services”) and will be provided via a HubSpot ticketing system. The standard support hours are as follows:

• Realtime support (for Enhance team based in the U.S.): 8AM to 6PM across all US time-zones on business days (excluding public holidays)

• Downtime support (for remote support team based outside the U.S.): 9AM to 6PM Asia/Dubai time on business days (excluding public holidays)

Response times will be based on priority level associated with the issue: