Subscription End User License Agreement

This Agreement applies to all software licensed from Layered IT, including any pre-release or beta versions of the software (“Software”); any support services or professional services performed by Layered IT; any hardware sold, leased, or loaned to Licensee by Layered IT (“Hardware,” which may change or update to facilitate industry best practices, best pricing, and value for all parties); any demonstration or trial versions of the Software or Hardware; and the Documentation (collectively, the “Services”).

If Licensee is bound to more than one agreement with Layered IT with respect to the Services, and if those agreements’ terms vary, then the order of precedence of those agreements is as follows: an agreement executed by Layered IT and Licensee that expressly supersedes all other agreements, an electronic version of an agreement accepted pursuant to an Order Form or formal written quote, and any other electronic agreement provided with the Software and Services.

1. Definitions

The terms in this section shall have the meanings described below, and other terms may be defined within the context of this Agreement.

•“Confidential Information” means information that is designated in writing as “confidential” at the time of disclosure, or which constitutes the trade secrets of a party under the governing law of this Agreement. Confidential Information also includes the pricing structure for the Services provided to Licensee, and any other proprietary information owned by Layered IT and which is provided or disclosed to Licensee at any time. Notwithstanding the foregoing, Confidential Information does not include information that the receiving party can demonstrate:

(a) is in the public domain or is generally publicly known through no improper action by the receiving party;

(b) was rightfully in the receiving party’s possession or known by it prior to receipt from the disclosing party;

(c) is rightfully disclosed without restriction to the receiving party by a third party without violation of any confidentiality covenant by such third party; or

(d) is independently developed by the receiving party without use of the Confidential Information of the disclosing party.

•“Customer Data” means any and all of Licensee’s and its User’s data, information, and materials that are uploaded by or on behalf of Licensee or that are accessed by Layered IT in connection with Licensee’s or its User’s use of the Software or Hardware.

•“Documentation” means any documentation distributed by Layered IT or its authorized resellers pertaining to the Services, including without limitation any accompanying or online user guides, technical information, user documentation, and technical data sheets in effect on the Effective Date, in each case, as may be updated or amended by or on behalf of Layered IT from time to time. Documentation also includes any applicable Order Form and SOW.

•“Fees” means the subscription and other fees set forth in this Agreement or any Order Form or SOW for the purchase of Services.

•“Licensee’s Customers” has the meaning set forth in Section 2.

•“Order Form” means any Layered IT form detailing an order which is incorporated into and becomes a part of this. Depending on the line items & Services ordered, the Order Form may be completed online or may take the form of a written email, order form, invoice, quote, billing statement, or SOW. In the event of any discrepancy between this Agreement and an Order Form, this Agreement shall govern.

•“SOW” means a Layered IT-originated, mutually executed statement of work, work order, or other similar document that references this Agreement and which, upon its mutual execution by Licensor and Licensee, will be automatically incorporated by reference into, and governed under, this Agreement.

•“Term” has the meaning set forth in Section 11.1.

•“Third-Party Materials” means software, interfaces, and firmware, licensed by Layered IT from third parties and which are incorporated into and/or distributed as part of the Services provided by Layered IT.

•“User” means an individual who is authorized by Licensee to use the Software or Hardware within its organization or, if applicable, within a multi-tenant or managed services environment, and to whom Licensee has supplied a user identification. Users may include, for example, Licensee’s employees, consultants, and contractors.

2. Grant of Limited License (the “License”)

Subject to the terms of this Agreement, including any restrictions set forth in the applicable Order Form and the payment of Fees in accordance with the applicable Order Form, Layered IT grants Licensee during the Term, a non-sublicensable, nonexclusive, revocable, nontransferable right to use the Software provided by Layered IT or the Service as made available by Layered IT, for the number of authorized Users as specified on the applicable Order Form. Such use shall be limited to authorized Users, shall not exceed the number of purchased Users, and shall be used for Licensee’s internal business purposes only. If the Software is authorized to be used in a multi-tenant environment or as part of a managed services solution (a “Managed Service”), then Licensee hereby agrees that the Software will be used solely in furtherance of Licensee’s provision of the Managed Service and not for any other purpose by any unauthorized third party and, if required by Layered IT from time to time in Layered IT’s sole discretion, each User shall accept the terms of an end-user license agreement for the Software.

Except for one copy made solely for back-up or test purposes with respect to on-premises licenses, Licensee may deploy or possess only the number of copies of the Software as expressly specified on the Order Form, and only in accordance with the applicable Documentation; otherwise, Licensee shall not copy or distribute the Software, the Documentation, or any other written materials accompanying the Software. Licensee will be responsible for ensuring that any and all use of the Software by its Users and customers is permitted by this Agreement. The Software licensed or the Services provided hereunder are licensed or provided, as applicable, solely for use in connection with Licensee’s internal business requirements and may not be used for any other purpose, and any and all such uses shall be subject to all of the terms and conditions of this Agreement applicable to Licensee.

3. Restrictions

Licensee will not remove, alter, or obscure proprietary notices that appear on or in the Software and Documentation and will reproduce them on or in any copies. Licensee will not (and will not allow any User or other third party to):

(i) decompile, disassemble, reverse compile, or reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Software (except to the extent that applicable law prohibits such restrictions);

(ii) modify, or create derivative works based on the Software;

(iii) provide, sell, give, rent, lease, lend, loan, distribute, transfer, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of any third party;

(iv) use any Software, or allow the transfer, transmission, export, or re-export of any Software or portion thereof, in violation of any U.S. or any other applicable export control laws or regulations;

(v) develop keys or license codes other than license keys provided by Layered IT for the Software or attempt to defeat or circumvent any such keys or any other access restrictions included in the Software or determine how any such keys are developed; or

(vi) use or copy the Software except as expressly permitted in Section 2. All the limitations and restrictions on Software in this Agreement also apply to Documentation.

4. Usage Limits

Licensee’s usage of the Software is subject to usage limits, including, for example, the quantities specified in an Order Form. Unless otherwise specified:

•(a) a quantity in an Order Form may refer to sets, users, devices, storage, or other metrics as applicable to the Software or Service, and such usage of the Software or Service may not exceed the applicable usage metric;

•(b) a User’s password may not be shared with any other User or person, or used simultaneously with multiple instances of the Software;

•(c) a User identification may be reassigned to a new individual replacing one who no longer requires use of the Software or Service.

If Licensee exceeds a contractual usage limit, Licensee will execute an Order Form for additional quantities of the applicable Software promptly upon Layered IT’s request and/or pay any invoice for excess usage in accordance with the payment terms and pricing set forth in this Agreement and any Order Form.

5. Responsibilities

Licensee will:

•(a) be responsible for its Users’ compliance with this Agreement;

•(b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which Licensee acquires and uses any Customer Data;

•(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Customer Data, and notify Layered IT promptly of any such unauthorized access or use;

•(d) use the Software and/or Hardware only in accordance with its Documentation and applicable laws and government regulations; and

•(e) comply with terms of service of Layered IT as published from time to time on Layered IT’s website, which are hereby incorporated into this Agreement by reference.

6. Third-Party Materials

Some Third-Party Materials may be subject to other terms and conditions, which may be found in a “Read Me” or “About” or similar file in the Software/Hardware or Software/Hardware Documentation. If Licensee does not agree to such terms, Licensee agrees not to use the Software and/or Hardware, or any

Third-Party Materials.

7. Customer Data

Licensee hereby grants to Layered IT a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, view, and display Customer Data for the purpose of providing the Services to Licensee:

•(a) internal use by Layered IT and its affiliates;

•(b) any purpose related to the billing, activation, provision, maintenance, upgrades, updates, deactivation, and/or use of the Services;

•(c) any purposes permitted by any applicable law.

Except as set forth in this Agreement, Licensee retains all right, title, and interest in and to Customer Data. Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use Customer Data, and Licensee agrees that, except for Layered IT’s gross negligence or willful misconduct, Layered IT shall not be responsible or liable for the unauthorized access to, alteration of, or deletion, correction, destruction, corruption, damage, loss, or failure to secure or store Customer Data. Licensee acknowledges and agrees that it bears sole responsibility for adequately controlling, processing, storing, and backing up its Customer Data. Layered IT reserves the right, but not the obligation, to refuse to post or to remove any information or materials, in whole or in part, that Layered IT believes to be unacceptable, undesirable, or in violation of this Agreement or the rights of third parties.

Licensee represents, warrants, and covenants that:

•(a) it is the owner or authorized licensee of Customer Data and has the right to grant the rights set forth herein;

•(b) it has obtained all consents necessary under applicable law to disclose Customer Data to Layered IT; and

•(c) it will not publish, post, upload, record, or otherwise distribute or transmit any data or other material that:

•(i) infringes or would infringe any copyright, patent, trademark, trade secret, or other proprietary right of any party, or any rights of publicity or privacy of any party;

•(ii) violates any law, statute, ordinance, or regulation;

•(iii) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful;

•(iv) is harmful to minors or otherwise pornographic;

•(v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, Personal Information, or property of another;

•(vi) is materially false, misleading, or inaccurate; and/or

•(vii) contains information for which Licensee does not have the right to permit Layered IT to access and process any Customer Data.

8. Support

Remote Support First Clause and Onsite Admin Assistance Requirement

Layered IT offers a remote-first support model as the primary method of service delivery. Licensee acknowledges and agrees that all technical support, troubleshooting, and issue resolution will be attempted remotely before an onsite visit is considered or arranged. Licensee is responsible for ensuring that their internal IT infrastructure allows for remote access by Layered IT’s support team, which includes but is not limited to maintaining reliable internet connections, ensuring proper power to hardware, and granting access to remote session software as needed.

For optimal support and to ensure minimal disruption, Licensee must designate and maintain an onsite administrative staff member capable of performing basic physical tasks, including but not limited to:

•Power cycling equipment as instructed by Layered IT’s support team.

•Verifying hardware connectivity and status.

•Facilitating remote access by Layered IT by ensuring all necessary systems are online and available for troubleshooting sessions.

Should onsite assistance be required for tasks that cannot be performed remotely, Layered IT will coordinate with Licensee to arrange an onsite visit. However, onsite visits will only be scheduled after reasonable efforts to resolve the issue remotely have been exhausted. Licensee understands that any delay in performing the above basic tasks by onsite admin staff may result in service delays or additional charges as per the agreed Fee structure.

While the license for Software & Services remains effective and the applicable fees have been paid in accordance with this Agreement, Layered IT will use commercially reasonable efforts to provide the Licensee with the support and maintenance services for the Software or the Service. Layered IT may elect to change the fees for and the terms of its support services or terminate support services for the Software or the Service.

9. Device Drop-Ship Policy and Onsite Admin RMA Responsibility

Device Drop-Ship Policy

For any new hardware purchased by Licensee, Layered IT will arrange for the device(s) to be drop-shipped directly to Licensee’s designated address, as specified in the Order Form or agreed upon in writing. Licensee acknowledges that the onsite administrative staff or designated personnel are responsible for receiving, inspecting, and ensuring that all delivered hardware is accounted for and functioning properly upon delivery.

Any damages or discrepancies identified during delivery must be reported to Layered IT within 48 hours of receipt to initiate a resolution process, including replacement or refund options as applicable.

RMA Returns and Prepaid Shipping Labels

In the event that a device or hardware component is deemed defective or requires a return due to a warranty claim, Licensee agrees to cooperate with Layered IT’s Return Merchandise Authorization (RMA) process. Layered IT will provide a prepaid shipping label for the return of defective devices covered under warranty. The Licensee’s onsite administrative staff is responsible for:

•Facilitating the return of defective devices to Layered IT using the provided prepaid shipping labels.

•Ensuring that the devices are packaged securely and shipped within 7 business days of receiving the prepaid label.

•Tracking the return to ensure that it reaches Layered IT’s designated support address.

Failure to return devices within this period may result in additional charges to the Licensee.

Shipping to Designated Support Address

In specific cases, Layered IT may require that hardware or devices be shipped to a designated support address for inspection, repair, or evaluation. Licensee agrees that the onsite administrative staff is responsible for:

•Preparing the device for shipment, including safely packaging it according to Layered IT’s guidelines.

•Using the shipping method and address designated by Layered IT in any support or warranty claim.

•Ensuring that the device is shipped in a timely manner, as per the instructions provided by Layered IT.

Any failure to ship the device or hardware to the designated address within the specified timeline may result in delays to service, potential loss of warranty coverage, or additional charges to the Licensee.

10. Proprietary Rights

All Services, including purchased Hardware, are provided on a subscription basis only, and are not sold to Licensee. Licensors own and retain all right, title, and interest in and to:

•(a) the Software and Documentation (including all copies, components thereof and all upgrades, modifications, enhancements, and derivative works thereof); and,

•(b) all copyrights, patent rights, trade secret rights, trademark, and other intellectual property and other proprietary rights embodied in or relating to the Software or Documentation.

Licensee acknowledges and agrees that it shall have no rights with respect to any of the foregoing other than the limited rights expressly set forth in this Agreement. Layered IT expressly reserves all rights in the Services not specifically granted to Licensee. It is acknowledged that all right, title, and interest in and to the Services will remain vested exclusively with Layered IT.

11. Fees and Payment

Payment Terms

Licensee shall pay to Layered IT the Fees due for the Services in accordance with the terms of this Agreement and any applicable Order Form. Except as otherwise specified herein or in an Order Form:

•(a) fees are based on Services purchased and not actual usage;

•(b) all payment obligations under this Agreement are non-cancelable and non-refundable;

•(c) quantities purchased cannot be decreased during the relevant subscription term.

Any payments more than 30 days overdue will bear a late payment fee of 2.0% per month, or, if lower, the maximum rate allowed by law. All amounts payable by Licensee are exclusive of any taxes, fees, duties, shipping, or other charges, however designated, now or hereafter levied. Licensee will be responsible for all taxes (other than Layered IT income taxes), fees, duties, shipping, or other such charges under this Agreement. Licensee agrees to be responsible for payment for all activity by third parties who access or use the Services through Licensee’s account regardless of whether such activity was authorized by Licensee. Licensee is responsible for all incidental charges related to the Services such as charges for Internet access, third-party software licenses, text messaging, or other data transmission.

12. Term; Termination; Suspension

Term

Licensee will be bound for the entire Term of this Agreement. “Term” is defined as the period of time beginning on the Effective Date and ending on the date set forth in the Order Form, or, if later, the expiration date of any SOW. If the Order Form does not contain a termination date, the Term shall be deemed to end on the later of the three-year anniversary of the Effective Date and the expiration date of any SOW. Except as otherwise specified in an Order Form, at the end of any Term, subscriptions will automatically renew for additional Terms equal to the greater of the expiring Term length or three (3) years, unless either party gives the other party notice of non-renewal at least 180 days before the end of

the relevant Term for annual prepaid orders, or 90 days for month-to-month terms, or, if later, the expiration date of any SOW Term. In the event that annual prepaid licensees fail to provide such notice of changes in accordance with the aforementioned conditions, they will be required to switch to a monthly prepayment period of no less than 180 days, or 6 months, to allow for the orderly winding down of services and agreements.

Termination; Suspension

This Agreement and all rights and licenses granted hereunder will automatically terminate upon the earlier of:

•(a) the date that is 180 days following a party’s receipt of written notice of any material breach delivered by either party to the other party, provided that any such breach remains uncured at the end of such notice period, or immediately in the case of any breach of Sections 2 or 3 by Licensee; or

•(b) the end of a Term that is not renewed.

Furthermore, and without derogating from any rights or remedies of Layered IT, Layered IT shall be entitled to suspend any Service should Licensee breach any term of this Agreement, including without limitation failing to pay any amounts due in a timely manner, or if continued provision of Services poses a risk to Layered IT in its sole discretion.

Upon termination of this Agreement, or if the license ceases to be effective, Licensee shall immediately cease all use of all Software, Hardware, and Documentation and return or (upon Layered IT’s request) destroy all copies of all Software, leased Hardware, and Documentation, and all portions thereof, and so certify in writing to Layered IT and immediately pay all amounts due to Layered IT hereunder. Except as otherwise expressly provided herein, the terms of Sections 2, 11, 13, 15, and 16 shall survive any termination or non-renewal of this Agreement. Termination is not an exclusive remedy, and all other remedies available under applicable law or in equity will be available to Layered IT, whether or not termination occurs.

13. Indemnification

Both parties agree to defend, indemnify, and hold harmless the other, its affiliates and respective officers, employees, consultants, shareholders, and representatives from and against any and all claims, liabilities, damages, and/or costs (including attorneys’ and expert witness fees, costs, and other expenses) arising out of or related to any actual or alleged violation of this Agreement. Layered IT will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to Software or portions or components thereof:

•(a) not supplied by Layered IT,

•(b) made in whole or in part in accordance with Licensee’s specifications,

•(c) that are modified after delivery by Layered IT,

•(d) combined with other products, processes, or materials where the alleged infringement relates to such combination,

•(e) where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or

•(f) where Licensee’s use of the Software is not strictly in accordance with this Agreement or with the Documentation.

14. Limited Warranty and Disclaimer

Layered IT warrants to Licensee for a period of thirty (30) days from Licensee’s first use of the Software or Hardware (the “Warranty Period”) that the Software and/or Hardware will operate substantially pursuant to the Documentation for the Software and/or Hardware. This warranty covers only problems reported to Layered IT in writing during the Warranty Period, and which are capable of being observed or reproduced by Layered IT.

SOFTWARE, HARDWARE, OR ANY PART THEREOF WHICH HAS BEEN SUBJECT TO ABUSE, MISUSE, ACCIDENT, ALTERATION, MODIFICATION, NEGLECT, OR UNAUTHORIZED REPAIR OR INSTALLATION IS NOT COVERED BY THIS WARRANTY. ANY LIABILITY OF LAYERED IT UNDER THIS WARRANTY WILL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE SOFTWARE OR HARDWARE OR, IF REPAIR OR REPLACEMENT IS INADEQUATE AS A REMEDY OR, AT LAYERED IT’S DETERMINATION, IMPRACTICAL, TO REFUND THE FEE PAID FOR SUCH SOFTWARE OR HARDWARE. EXCEPT FOR THE FOREGOING, ALL SOFTWARE AND HARDWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. FURTHER, LAYERED IT DOES NOT WARRANT RESULTS OF USE, THAT THE SOFTWARE OR HARDWARE IS BUG FREE OR THAT THE SOFTWARE OR HARDWARE WILL PROVIDE ANY PROTECTION AGAINST VIRUSES OR ANY NETWORK INTRUSION OR SECURITY BREACH, OR THAT THE USE OF SOFTWARE OR HARDWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

THE SOFTWARE AND/OR HARDWARE ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN LIFE-DEPENDENT OR HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE OR SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL OR ENVIRONMENTAL DAMAGE. TO THE EXTENT LICENSEE USES THE SOFTWARE OR HARDWARE IN SUCH ENVIRONMENT, IT EXPRESSLY ASSUMES ALL RISK THEREFOR.

15. Limitation of Liability

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY LAYERED IT’S EMPLOYEES, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, LAYERED IT AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION INDEMNIFICATION OBLIGATIONS) OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY:

• (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO IT BY LICENSEE FOR THE SERVICES PURCHASED HEREUNDER DURING THE 90-DAY PERIOD PRIOR TO THE CAUSE OF ACTION;

• (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR RIGHTS; OR

• (III) FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, BUSINESS INTERRUPTION, OR COST OF COVER) IN CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE SERVICES PROVIDED BY LAYERED, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF LAYERED IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Miscellaneous

Licensee Representations

Licensee represents and warrants that:

(a) the individual signing or accepting this Agreement has all necessary corporate or other authority to bind the entity that it purports to make party hereto, and

(b) Licensee has all necessary corporate or other authority or licenses to perform its obligations hereunder.

Confidentiality

Each party agrees to hold the other party’s Confidential Information in confidence and not use it for any purpose other than the purposes permitted under this Agreement. Each party agrees to use the same standard of care to protect Confidential Information as it uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care. The terms of this Agreement constitute Confidential Information. Confidential Information of the other party may only be disclosed to those affiliates, employees, contractors, and advisors of Company or of Layered IT, as applicable, on a need-to-know basis and who agree to be bound by confidentiality restrictions at least as restrictive as those contained in this Agreement; provided, that nothing shall prevent or prohibit a party from using or disclosing Confidential Information as may be required by law, rule, regulation, or legal process