Master Subscription Agreement

BY CLICKING THE 'SIGN IN' BUTTON OR OTHERWISE ACCEPTING A SERVICE ORDER, YOU OR THE ENTITY OR COMPANY (SUCH AS A SERVICES FIRM, PROVIDER, MANAGEMENT COMPANY, ASSOCIATION, PROPERTY) THAT YOU REPRESENT ("CLIENT") ARE CONSENTING TO BE BOUND BY THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT"). If the individual accepting this Agreement is accepting on behalf of an entity or company, such individual represents that they have the authority to bind such entity. Client's use of the HomeRun IQ services ("Services") constitutes assent to this Agreement. This Agreement governs Client's initial purchase and future purchases (unless separate terms are provided by HomeRun IQ).

"Services" means any type of service or product offered by HomeRun IQ's software platform, which can include, but is not limited to, tools, analyses, reports, data, professional services (including onboarding, training, and consulting), and any other offerings made available by HomeRun IQ.

"Service Order" means any order for Services, in any form, whether accepted through HomeRun IQ's website or platform, confirmed through a third-party payment processor, communicated via email, or executed as a written agreement, and includes the applicable service type, business terms, pricing, duration, and usage allowances.

"Permitted Users" means Client's employees, agents, and independent contractors (as authorized under §1.3) who are authorized by Client to access and use the Services under the terms of this Agreement.

"Documentation" means the technical and functional documentation that HomeRun IQ makes generally available to subscribers in connection with the Services, including but not limited to user guides, help content, and release notes, as updated by HomeRun IQ from time to time.

"Effective Date" means the earlier of: (a) the date Client first clicks to accept or otherwise agrees to this Agreement; or (b) the date of execution of the first Service Order that references this Agreement.

1. SERVICES

§1.1 Provision of the Services

HomeRun IQ will provide Client with the Services on a subscription basis for the term designated on the Service Order. Professional services, if any, will be charged at HomeRun IQ's then-current rates.

§1.2 Use of the Services

Client may access and use the Services solely for its benefit in accordance with this Agreement, the Documentation, and scope restrictions in the Service Order. If Client is given passwords, Client will ensure Permitted Users keep credentials confidential.

§1.3 Providers

Client may permit independent providers (including vendors, contractors, agents, consultants) who are not competitors of HomeRun IQ to use the Services as Permitted Users, provided Client remains responsible for their compliance. Aggregate use must remain within Service Order restrictions.

§1.4 General Restrictions

Client shall not: (a) rent, lease, copy, provide access to or sublicense any part of the Services to a third party (except as authorized in §1.3); (b) use the Services to develop other products/services; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services (except to the extent prohibited by law and only upon advance notice to HomeRun IQ); (d) modify or create derivatives; (e) remove or obscure proprietary notices; or (f) publicly disseminate performance information. These restrictions also apply to Documentation.

§1.5 Service Availability

HomeRun IQ will use reasonable efforts consistent with prevailing industry standards to make the Services available with a Monthly Uptime Percentage of at least 99%, excluding planned maintenance and third-party issues (e.g., Microsoft Azure downtime) and client-side issues.

§1.6 Subscription Units

'Subscription Units' means the quantifiable usage measure for the Services applicable to Client's subscription (e.g., analyses, projects, workflows, deliverables, or other unit types), as specified in the applicable Service Order. The Parties may agree to different unit types or quantities in subsequent Service Orders.

§1.7 Service Changes

HomeRun IQ may modify or improve the Services from time to time, provided such changes do not materially reduce core functionality of the subscribed package. For any planned deprecation of a materially relied-upon feature, HomeRun IQ will provide at least 60 days' prior notice and use commercially reasonable efforts to offer reasonable alternatives.

§1.8 Acceptable Use

Client shall not, and shall ensure that its Permitted Users do not: (a) use the Services to develop, improve, or train a product or service that competes with the Services; (b) resell, sublicense, or distribute access to the Services or outputs generated therefrom to third parties, except as expressly authorized by HomeRun IQ; (c) use the Services in any manner that violates applicable law or infringes third-party rights; (d) attempt to circumvent usage limits, metering, or access controls; (e) use automated means to access the Services in a manner that degrades performance or exceeds reasonable usage patterns; or (f) use the Services to transmit malicious code or interfere with system integrity. HomeRun IQ may suspend access for violations of this section upon notice to Client.

§1.9 Beta Features

HomeRun IQ may offer certain features designated as "beta," "preview," "early access," or similar ("Beta Features"). Beta Features are provided for evaluation purposes and may be modified, suspended, or discontinued at any time without notice. BETA FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. HomeRun IQ shall have no liability arising from Client's use of Beta Features. Client's use of Beta Features is voluntary and constitutes acceptance of these terms.

§1.10 Free and Trial Access

HomeRun IQ may offer free tiers, trials, or promotional access to the Services ("Trial Access"). Trial Access is subject to this Agreement and any limitations specified by HomeRun IQ (including duration, feature restrictions, or usage caps). Upon expiration of Trial Access or exceeding applicable limits, Client's access may be suspended or converted to a paid subscription at HomeRun IQ's then-current rates. FREE AND TRIAL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. HomeRun IQ may terminate Trial Access at any time without notice or liability.

2. CLIENT DATA

§2.1 Generally

'Client Data' means data and information loaded by Client into the Services. Client is solely responsible for its accuracy, content, and legality, and will comply with applicable laws. Client represents it has sufficient rights to grant §2.2 and that Client Data does not infringe third-party rights.

§2.2 Rights in Client Data

As between the parties, Client retains all right, title and interest in Client Data. Subject to this Agreement, Client grants HomeRun IQ a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display Client Data solely as necessary to provide the Services to Client. HomeRun IQ may use Client Data in aggregated/anonymized form that does not identify Client or specific persons.

§2.3 Uploads of Client Data

Client will provide Client Data in formats consistent with technical requirements. Errors due to defective media, erroneous data, or failure to meet requirements may be rejected; HomeRun IQ has no responsibility for related impact except to the extent caused by HomeRun IQ's acts/omissions.

§2.4 Encryption

HomeRun IQ applies strong encryption and hashing to data at rest and in transit; TLS v1.2 minimum for internet transmission.

§2.5 Network Security Scanning

HomeRun IQ shall perform vulnerability scanning at least monthly and penetration testing at least annually on public-facing systems; non-destructive methods on live customer systems.

§2.6 Data Breach

HomeRun IQ will promptly notify Client upon learning of actual or suspected unauthorized access, disclosure, or use of data in performance of Services and will use commercially reasonable efforts to cure within 14 days; if not cured, Client may terminate this Agreement.

3. MUTUAL INDEMNIFICATION

§3.1 Indemnification by HomeRun IQ

HomeRun IQ will defend Client against any claim, demand, suit or proceeding made or brought against Client by a third party alleging that any Purchased Service infringes or misappropriates such third party's intellectual property rights (a "Claim Against Client"), and will indemnify Client from any damages, reasonable attorney fees and costs finally awarded against Client as a result of, or for amounts paid by Client under a settlement approved by HomeRun IQ in writing of a Claim Against Client, provided Client (a) promptly gives HomeRun IQ written notice of the Claim Against Client, (b) gives HomeRun IQ sole control of the defense and settlement of the Claim Against Client (except that HomeRun IQ may not settle any Claim Against Client unless it unconditionally releases Client of all liability), and (c) gives HomeRun IQ all reasonable assistance, at HomeRun IQ's expense. If HomeRun IQ receives information about an infringement or misappropriation claim related to the Services, HomeRun IQ may in its discretion and at no cost to Client (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching HomeRun IQ's warranties under "Limited Warranty" below, (ii) obtain a license for Client's continued use of the Services in accordance with this Agreement, or (iii) terminate Client's subscriptions for the Services upon 30 days' written notice and refund Client any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply (1) to any modification, combination or development of the Services that is not performed by HomeRun IQ, including in the use of any application programming interface (API); (2) if a Claim Against Client arises from Services under a Service Order for which there is no charge; or (3) if a Claim Against Client arises from Client Data, Non-HomeRun IQ products, or Client's breach of this Agreement, the Documentation or applicable Service Orders.

§3.2 Indemnification by Client

Client will defend HomeRun IQ against any claim, demand, suit or proceeding made or brought against HomeRun IQ by a third party arising from or related to (a) Client's use of the Services in an unlawful manner or violation of the Agreement or the Terms of Service; or (b) a third party alleging that any Client Data or Client's use of Client Data with the Services infringes or misappropriates such third party's intellectual property rights (a "Claim Against HomeRun IQ"), and will indemnify HomeRun IQ from any damages, attorney fees and costs finally awarded against HomeRun IQ as a result of, or for any amounts paid by HomeRun IQ under a settlement approved by Client in writing of, a Claim Against HomeRun IQ, provided HomeRun IQ (a) promptly gives Client written notice of the Claim Against HomeRun IQ, (b) gives Client sole control of the defense and settlement of the Claim Against HomeRun IQ (except that Client may not settle any Claim Against HomeRun IQ unless it unconditionally releases HomeRun IQ of all liability), and (c) gives Client all reasonable assistance, at Client's expense. The above defense and indemnification obligations do not apply if a Claim Against HomeRun IQ arises from HomeRun IQ's breach of this Agreement, the Documentation or applicable Service Orders.

§3.3 Exclusive Remedy

This "Mutual Indemnification" section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any third-party claim described in this section.

4. OWNERSHIP

Client acknowledges that no intellectual property rights are assigned or transferred to Client hereunder. Client is granted only a limited, non-exclusive right to access and use the Services, irrespective of any use of the words "purchase", "sale" or like terms herein. In the event Client provides HomeRun IQ with any suggestions, ideas, improvements or other feedback with respect to any aspect of any of the foregoing ("Feedback"), Client shall and hereby does grant HomeRun IQ (and its successors and assigns) a non-exclusive, perpetual, irrevocable, sublicensable, transferable, royalty-free, fully paid-up, worldwide right and license to copy, reproduce, modify, create derivatives of, display, perform, sell, offer for sale, distribute and otherwise exploit such Feedback for any purpose.

5. SUBSCRIPTION TERM, FEES & PAYMENT

§5.1 Subscription Term and Renewals

The Service Order sets the initial term. Thereafter, each Service Order automatically renews for successive terms equal to the initial term unless either party provides written notice of non-renewal at least forty-five (45) days prior to expiration. If no initial term is specified, the initial term is one (1) year.

§5.2 Fees and Payment

Fees are as set forth in the Service Order and are billed monthly in advance (payable in USD within thirty (30) days of invoice). HomeRun IQ may adjust fees on written notice delivered at least sixty (60) days prior to the end of the then-current term; adjustments take effect beginning on the next term. Except as expressly set forth in §6 and §7, fees are non-cancellable and nonrefundable. Client pays applicable taxes other than HomeRun IQ's income taxes. Late payments incur 1.5% per month or the maximum allowed by law, plus collection costs.

§5.3 Suspension of Service

If Client's account is thirty (30) days or more overdue, HomeRun IQ may suspend access until amounts are paid in full.

§5.4 Onboarding and Billing Commencement

The subscription term and associated billing commence upon completion of HomeRun IQ's standard setup and training process ("Onboarding"), as described in the applicable Service Order or service description. If Onboarding is not complete within forty-five (45) days of Service Order execution, subscription term billing will commence automatically on the forty-sixth (46th) day.

§5.5 Overage Charges and Adjustments

(a) Mid-Term Overage Billing. If Client exceeds the subscription allowance during the current term, HomeRun IQ will invoice Client for such overages at any time during the subscription term, rather than waiting until renewal.

(b) Overage Billing Prior to Renewal. If Client has outstanding overage usage at the time of renewal, HomeRun IQ reserves the right to invoice Client for such overages prior to processing the renewal.

(c) Roll-Over of Overage Usage. Any request by Client to roll overage usage into a higher-tier subscription must be communicated in writing at least forty-five (45) days prior to the end of the current term and is subject to HomeRun IQ's written approval. Approval will be based on alignment with Client's historical and projected usage patterns. Absent such agreement, overage charges will be invoiced in accordance with this Agreement.

(d) Calculation of Overage Charges. Overage charges will be calculated based on the applicable overage rate set forth in the Service Order or pricing schedule. If no overage rate is specified, overages will be billed at 125% of the per-unit rate implied by Client's subscription tier. Overage charges are payable under the payment terms of this Agreement.

§5.6 Usage Metering; Package Adjustment

(a) Metering. Usage is recorded by the Services. Billing will be based on system-recorded usage metrics; the Parties will review any discrepancy in good faith. Absent manifest error, system records control. HomeRun IQ will provide Client with usage summaries upon reasonable request.

(b) Mid-Term Upgrade. If actual usage indicates that Client's ongoing needs materially exceed the subscribed allowance, HomeRun IQ may propose a package adjustment. Upon mutual written agreement (including by email confirmation or amended Service Order), the subscription may be increased mid-term, with charges prorated for the remainder of the term, or the adjustment may be rolled into a new full-year contract.

(c) Mid-Term Downgrade. Downgrades are not permitted mid-term. At renewal, Client may elect a lower tier subject to HomeRun IQ's then-current pricing.

(d) True-Up at Renewal. At renewal, the Parties may conduct a true-up to adjust the subscribed allowance to reflect actual usage in the prior term. Because usage during the final period of the term may not yet be fully reconciled, a true-up period of up to thirty (30) days following renewal may apply. Any true-up will be documented in the Service Order for the renewal term; any additional amounts owed for the prior term will be invoiced per §5.2.

§5.7 Unused Units; No Automatic Credit

Unused Subscription Units expire at the end of the applicable term and are forfeited without credit, refund, or rollover.

§5.8 Billing Disputes

Client must notify HomeRun IQ in writing of any good-faith billing dispute within 30 days of invoice receipt, with reasonable detail. Undisputed amounts remain payable by the due date. The Parties will work in good faith to resolve disputes within 30 days.

§5.9 Price Adjustment for Renewal Terms

Beginning with the first renewal term and for each subsequent renewal, subscription fees may be increased by up to the greater of: (a) 4% over the prior term's fees, or (b) the percentage increase in the Consumer Price Index (CPI-U, U.S. City Average, All Items) published by the U.S. Bureau of Labor Statistics for the most recent 12-month period available at the time of renewal. HomeRun IQ will provide written notice of any such adjustment at least 60 days prior to renewal. If Client does not agree to the adjusted fees, Client may elect non-renewal per §5.1.

6. TERM AND TERMINATION

§6.1 Term

This Agreement is effective as of the Effective Date and will terminate as set forth below.

§6.2 Termination

Either party may terminate this Agreement with or without cause on thirty days' written notice to the other party if there are no Service Orders in effect. In addition, either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within fifteen (15) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

§6.3 Effect of Termination

Upon any expiration or termination of this Agreement, (i) Client shall immediately cease any and all use of and access to Services and (ii) each party will return to the other party (or destroy) such other party's Confidential Information (subject to §6.4 below). Termination of this Agreement is not an exclusive remedy and the exercise of either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

§6.4 Client Data

HomeRun IQ shall keep all Client Data confidential during and after the term of the Agreement. During the thirty (30) days period immediately following expiration or termination of this Agreement, HomeRun IQ will provide Client with access to the Client Data for download in an accessible format, for example comma-separated value (CSV). Personally Identifying Information will be removed from or anonymized within Client Data retained by HomeRun IQ. Notwithstanding anything herein to the contrary, HomeRun IQ may retain any Client Data as it deems advisable solely to the extent required by applicable laws or regulations.

§6.5 Survival

The following Sections shall survive any expiration or termination of this Agreement: §1.4 (General Restrictions), §1.8 (Acceptable Use), §3.1 (Indemnification by HomeRun IQ), §3.2 (Indemnification by Client), §4 (Ownership), §5.2 (Fees and Payment), §5.5-5.9 (Overage and Payment Provisions), §6 (Term and Termination), §7.2 (Warranty Disclaimer), §9 (Limitation on Liability), §10 (Confidentiality) and §12 (General Terms).

7. LIMITED WARRANTY

§7.1 Limited Warranty

HomeRun IQ warrants, for Client's benefit only, that during the term of the applicable Service Order, HomeRun IQ will make reasonable efforts consistent with prevailing industry standards to operate the Services in substantial conformity with the applicable Documentation per §1.5 Service Availability. HomeRun IQ does not warrant that Client's use of the Services will be uninterrupted or error-free, nor does HomeRun IQ warrant that it will review the Client Data for accuracy. HomeRun IQ's sole liability (and Client's sole and exclusive remedy) for any breach of this warranty shall be, in HomeRun IQ's sole discretion and at no charge to Client, to use reasonable efforts consistent with prevailing industry standards to provide Client with an error correction or work-around that corrects the reported non-conformity, or if HomeRun IQ determines such remedies to be impracticable, to allow Client to terminate the Agreement and receive a refund of any fees Client has pre-paid for use of the Services for the then-unexpired portion of the Subscription Term. The limited warranty set forth in this §7.1 shall not apply: (i) unless Client makes a claim within one (1) year of the date on which the condition giving rise to the claim Client became or should have become aware of the claim; or (ii) if the error was caused by Client, Client Data or misuse, unauthorized modifications or third-party hardware, software or services. Notwithstanding the foregoing, this §7.1 will not apply to any Services provided on a no-charge, trial or evaluation basis.

§7.2 Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN §7, ALL SERVICES, PROFESSIONAL SERVICES, AND ANY HOMERUN IQ ADVICE AND INFORMATION, ARE PROVIDED "AS IS". NEITHER HOMERUN IQ NOR ITS PROVIDERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOMERUN IQ SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF HOMERUN IQ. CLIENT ACKNOWLEDGES AND AGREES THAT ANY MARKET DATA AND INFORMATION PROVIDED TO CLIENT, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OF A PARTICULAR PURPOSE. HOMERUN IQ OBTAINS INFORMATION AND DATA FROM SOURCES BELIEVED TO BE RELIABLE BUT DOES NOT GUARANTEE AS TO SUCH DATA OR INFORMATION'S ACCURACY OR COMPLETENESS. IN NO EVENT SHALL HOMERUN IQ OR ITS AFFILIATES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR THE ACCURACY, TIMELINESS, OR COMPLETENESS OF ANY SUCH DATA OR INFORMATION OR FOR ANY DECISION MADE OR TAKEN CLIENT IN RELIANCE UPON SUCH DATA OR INFORMATION. IN NO EVENT SHALL HOMERUN IQ OR ITS AFFILIATED ENTITIES BE LIABLE FOR ANY SPECIAL INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY SUCH DATA OR INFORMATION. CLIENT ALSO ACKNOWLEDGES THAT HOMERUN IQ IS NOT A TAX ADVISOR. CLIENT SHOULD CONSULT ITS OWN ACCOUNTANT.

8. SUPPORT

During the Subscription Term, HomeRun IQ will provide Client with email and online support in accordance with HomeRun IQ's standard support practices and procedures. Reasonable efforts consistent with prevailing industry standards commensurate to the support issue will be offered to remedy issues not already stated in §1.5 Service Availability.

9. LIMITATION ON LIABILITY

§9.1

NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF SUCH DAMAGES ARE FORESEEABLE, (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CLIENT TO HOMERUN IQ DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE US $1,000.00) OR (III) IN THE CASE OF HOMERUN IQ'S LIABILITY, THE COST OR PROCUREMENT OF SUBSTITUTE TECHNOLOGY, ADVICE OR SERVICES. THE AFOREMENTIONED LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES CAUSED BY A PARTY'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

§9.2

The parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

§9.3 Carve-Outs

The limitations in §9 do not apply to (i) a Party's willful misconduct or gross negligence, (ii) breach of §10 (Confidentiality), or (iii) indemnification obligations under §3 (solely to the extent finally awarded).

10. CONFIDENTIALITY

Each party agrees that all business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The confidentiality obligations set forth in this §10 shall survive expiration or termination of this Agreement for a period of five (5) years; provided that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

11. PUBLICITY

Client agrees that HomeRun IQ may use Client's name and logo on HomeRun IQ's website and in HomeRun IQ promotional materials (e.g., presentations, ads, data sheets, and press releases) as part of a general list of customers.

12. GENERAL TERMS

§12.1 Assignment

This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.

§12.2 Severability

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

§12.3 Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The parties agree that, prior to filing any claim with any court with jurisdiction, they will mediate any dispute hereunder. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first mediating, where reasonably necessary to prevent irreparable harm (including in connection with breach of §10 (Confidentiality) or infringement of intellectual property rights). The parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California.

§12.4 Attorneys' Fees and Costs

The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.

§12.5 Notice

Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the Service Order or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. Notwithstanding the foregoing, notices for Client's failure to pay may be provided via email and are deemed delivered twenty-four (24) hours after sending.

§12.6 Amendments; Waivers

No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Client will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

§12.7 Entire Agreement

This Agreement, together with any Service Orders executed hereunder, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. This Agreement may be executed in counterparts and by electronic means.

§12.8 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

§12.9 Subcontractors

HomeRun IQ may use the services of subcontractors for performance of services under this Agreement, provided that HomeRun IQ remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of Services as required under this Agreement.

§12.10 Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

§12.11 Order of Precedence

In the event of conflict: (i) the Service Order (including schedules) governs pricing, quantities, and commercial terms; (ii) this Agreement governs all other terms; and (iii) external pricing schedules or FAQs are for convenience only unless expressly incorporated by reference in the Service Order.