ER Tech Pros LLC
Master Subscription Agreement

For purposes of this Agreement, the following terms shall have the meanings set forth below:

2.1. Customer expressly acknowledges and agrees that the Service is a monitoring, analytics, and activity tracking platform that enables Customer to collect, observe, record, analyze, and store data relating to user activity across systems, devices, applications, and networks controlled or utilized by Customer.

2.2. Subject to Customer's compliance with the terms and conditions of this Agreement and the applicable Order Form, including the payment of all applicable fees, ER Tech hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right, during the Subscription Term, to access and use the Service solely for Customer's internal business operations.

2.3. Customer shall use the Service strictly in accordance with all applicable laws, rules, and regulations, including without limitation those relating to data protection, privacy, employee monitoring, electronic communications, and healthcare data where applicable. Without limiting the foregoing, Customer shall not, and shall not permit any Authorized User or third-party to:

• (a) copy, reproduce, modify, translate, distribute, sell, resell, license, sublicense, lease, rent, assign, transfer, encumber, or otherwise commercially exploit the Service, in whole or in part, or make the Service available to any person or entity other than Authorized Users;
• (b) use the Service to store, transmit, or process any material that is unlawful, infringing, defamatory, obscene, or otherwise in violation of any third-party rights, including intellectual property rights, privacy rights, or contractual obligations;
• (c) introduce into or through the Service any viruses, worms, time bombs, Trojan horses, malware, ransomware, or any other harmful or malicious code, files, scripts, agents, or programs designed to disrupt, damage, or gain unauthorized access to any system or data;
• (d) attempt to gain unauthorized access to the Service or its related systems or networks, or to access any data or information not intended for Customer, or to interfere with, disrupt, or compromise the integrity, security, or performance of the Service or any data contained therein;
• (e) modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Service, or create derivative works based on the Service or any portion thereof;
• (f) access or use the Service for the purpose of developing, building, supporting, or benchmarking a competing product or service, or for copying any features, functions, or user interface elements of the Service;
• (g) remove, alter, obscure, or fail to reproduce any proprietary notices, including copyright, trademark, or other intellectual property notices, appearing on or within the Service, or otherwise required by ER Tech;
• (h) use the Service in a manner that exceeds the scope of the subscription purchased under the applicable Order Form, including, without limitation, deploying or installing the Service on a number of devices, endpoints, or systems greater than those expressly authorized in the Order Form;
• (i) use the Service for any unlawful interception of communications, monitoring without legally required authorization or consent, monitoring of personal devices or personal accounts where prohibited by applicable law, collection or review of communications protected by attorney-client privilege or other legally protected confidentiality rights without lawful authorization, unlawful biometric identification or surveillance activities, or any purpose that violates applicable privacy, employment, surveillance, or data protection laws. Customer acknowledges that ER Tech neither controls nor supervises Customer's use of the Service and that Customer bears sole responsibility for determining whether its intended use of the Service is lawful in each applicable jurisdiction.

3.1. Customer expressly agrees that it is solely and exclusively responsible for: (a) providing clear, conspicuous, and legally sufficient notice to all individuals whose data may be collected, monitored, or processed through the Service; (b) obtaining all necessary consents, authorizations, or acknowledgments required under applicable law prior to the collection, monitoring, or processing of such data; (c) ensuring that such consents are informed, freely given, and documented in accordance with applicable legal standards; (d) maintaining adequate records demonstrating compliance with such obligations; and (e) implementing internal policies and procedures governing monitoring activities.

3.2. Customer further acknowledges and agrees that:

• (a) Service is a configurable tool, and the scope, nature, frequency, and type of data collected through the Service are determined solely by Customer's configuration and deployment decisions and depending on such configuration, the Service may capture data that is sensitive, confidential, regulated, or subject to legal protections, including personal data and PHI;
• (b) ER Tech does not control, direct, or supervise Customer's use of the Service and does not determine which individuals are monitored, what data is collected, or how such data is used;
• (c) Customer bears sole responsibility for ensuring that its use of the Service complies with all applicable laws and regulations; and
• (d) ER Tech neither obtain consent on Customer's behalf nor verify Customer's compliance with applicable laws. ER Tech shall have no liability arising from Customer's failure to provide notice or obtain valid consent.
• (e) ER Tech acts solely as a technology service provider and processor of Customer Data on behalf of Customer in accordance with Customer's instructions, configurations, and deployment decisions. Customer solely determines the nature, scope, purpose, extent, and legality of all monitoring, tracking, recording, collection, and processing activities conducted through the Service, including determining which individuals, devices, systems, applications, or communications are subject to monitoring.
• (f) Laws governing monitoring, surveillance, privacy, workplace analytics, employee monitoring, electronic communications, biometric processing, and data collection vary significantly across jurisdictions, and Customer bears sole and exclusive responsibility for determining whether its use of the Service is lawful in each jurisdiction where the Service is deployed or where monitored individuals are located. ER Tech does not provide legal advice or compliance determinations and shall have no responsibility or liability for Customer's failure to comply with applicable laws or regulations.

3.3. Customer bears full responsibility for the manner in which the Service is configured and deployed, including without limitation: (a) determining which users, devices, or systems are subject to monitoring; (b) defining the scope and frequency of data collection; (c) configuring access controls and permissions; (d) establishing data retention policies; and (e) ensuring that monitoring activities are proportionate and lawful. Customer acknowledges that improper configuration may result in the collection of sensitive or regulated data and assumes full responsibility for such outcomes.

3.4. Customer acknowledges and agrees that the Service may incorporate, rely upon, or interoperate with certain Third-Party Services, including without limitation cloud infrastructure providers, data hosting providers, analytics tools, and other service components not owned or controlled by ER Tech. Customer further agrees that its use of the Service constitutes acceptance of any applicable terms, conditions, and policies of such Third-Party Services, and Customer shall comply with all such terms as may be applicable to its use of the Service. Customer acknowledges that such Third-Party Services are provided independently of ER Tech, and ER Tech shall not be responsible or liable for the performance, availability, security, or compliance of such Third-Party Services, nor for any acts or omissions of such third parties, except to the extent required by applicable law.

4.1. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement shall be construed as transferring ownership of Customer Data to ER Tech. Customer hereby grants to ER Tech a worldwide, non-exclusive, royalty-free license to (i) access, use, host, process, store, transmit, and otherwise handle Customer Data and (ii) host and store the Customer Data on ER Tech or its third party's servers in United States as necessary to provide the Service in accordance with this Agreement and DPA.

4.2. Notwithstanding anything to the contrary in this Agreement, ER Tech shall have the unrestricted and perpetual right to collect, compile, aggregate, analyze, and use data derived from Customer Data, provided that such data is de-identified and aggregated in a manner that does not identify Customer or any individual and cannot reasonably be re-identified ("Aggregated Data"). Such Aggregated Data may be used by ER Tech for any lawful purpose, including without limitation benchmarking and industry analysis, statistical modeling and research, product development and improvement, or commercialization and marketing of aggregated insights. Customer hereby irrevocably assigns, transfers, and waives any rights, title, or interest it may have in such Aggregated Data and agrees that such data shall be the sole and exclusive property of ER Tech.

4.3. Subject to the functionality of the Service, Customer may export a part of Customer Data during the applicable Subscription Term using the standard export features made available by ER Tech in .excel format or send them to a connected Google Drive. Any request for additional data extraction, custom exports, migration assistance, historical data restoration, extended retention, or other professional services outside the standard functionality of the Service may be subject to additional fees at ER Tech's then-current rates and may require a separate written agreement or statement of work. Following expiration or termination of the Agreement, ER Tech shall have no obligation to maintain or provide Customer Data except as required by applicable law or otherwise agreed in writing. Customer is solely responsible for exporting any Customer Data it wishes to retain prior to termination or expiration of the Service.

5.1. Each party (the "Receiving Party") may receive or have access to certain non-public, proprietary information of the other party (the "Disclosing Party"), whether disclosed orally, visually, or in writing, including without limitation technical, business, financial, product, security, audit, and operational information ("Confidential Information"). Confidential Information shall not include information that the Receiving Party can demonstrate: (i) was publicly available at the time of disclosure or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure without restriction; (iii) is lawfully received from a third party without breach of any obligation; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

5.2. The Receiving Party shall use the Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement and shall not disclose such Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall protect the Confidential Information using at least reasonable care and shall be responsible for any breach of this Section by its personnel. If the Receiving Party is required by law to disclose Confidential Information, it shall, to the extent legally permitted, provide prior notice to the Disclosing Party and cooperate in seeking confidential treatment.

5.3. The Service together with ER Tech Confidential Information with all intellectual property rights therein, are and shall remain the exclusive property of ER Tech or its licensors. No title, ownership interest, or intellectual property rights in the Service or ER Tech Confidential Information are transferred to Customer under this Agreement, and all rights not expressly granted to Customer are reserved by ER Tech.

5.4. Any unauthorized use of the Service, or ER Tech Confidential Information shall constitute a material breach of this Agreement and may result in immediate suspension or termination of Customer's access rights. Upon expiration or termination of the Agreement, Customer shall immediately cease use of the Service and remove any installed components from its systems and devices, unless otherwise agreed in writing by ER Tech.

6.1. Customer shall pay to ER Tech the fees specified in the applicable Order Form (the "Fees") in accordance with the terms of this Agreement and such Order Form. Unless otherwise expressly set forth in the Order Form, all Fees shall be invoiced in advance and shall be due and payable within thirty (30) days from the date of invoice. Customer shall be responsible for providing complete and accurate billing information and shall promptly notify ER Tech of any changes to such information. All payment obligations are non-cancellable, and except as expressly set forth in this Agreement, all Fees paid or payable are non-refundable, including, without limitation, fees for subscription renewals or additional licenses.

6.2. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid, together with all reasonable costs of collection incurred by ER Tech, including attorneys' fees. Without limiting any other rights or remedies available to ER Tech under this Agreement or applicable law, ER Tech reserves the right, upon written notice, to suspend or restrict Customer's access to the Service in the event that any undisputed Fees remain unpaid beyond the applicable due date, and such suspension shall not relieve Customer of its obligation to pay all Fees due during the period of suspension.

6.3. Unless otherwise specified in the applicable Order Form, the Subscription Term shall automatically renew in accordance with Section 10.1 of this Agreement, and ER Tech shall be entitled to invoice Customer for the applicable renewal term. ER Tech reserves the right to modify the Fees applicable to any renewal term upon prior written notice to Customer, provided that such revised Fees shall apply only upon the commencement of the next renewal term and shall not affect the Fees payable for the then-current Subscription Term.

6.4. ER Tech reserves the right to increase the Fees on a yearly basis on the expiration of the applicable Subscription Term or renewal term then in-effect. Any such fee increases shall not exceed the prior term's Fees by more than five percent (5%). Notwithstanding the foregoing, Fees for Third-Party Services may be subject to increase at any time during the applicable Subscription Term or renewal term then in-effect.

6.5. Unless otherwise stated, ER Tech's Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively," Taxes"). Customer is responsible for paying all Taxes associated with Customer's purchases hereunder. If ER Tech has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides ER Tech with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.1. Customer shall defend, indemnify, and hold harmless ER Tech and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer or any Authorized User's use or misuse of the Service; (ii) Customer's failure to provide legally required notice or obtain any required consent, authorization, or acknowledgement; (iii) Customer's violation of any applicable law, rule, or regulation; (iv) Customer Data, including any allegation that the collection, use, processing, transfer, or provision of Customer Data infringes, violates, or misappropriates any third-party rights or violates applicable law; or (v) any alleged or actual breach by Customer of Customer's obligations, representations, or warranties under this Agreement.

7.2. Subject to the limitations set forth in this Agreement, ER Tech shall defend Customer against any third-party claim alleging that the Service, as provided by ER Tech and used in accordance with this Agreement, infringes any intellectual property right of such third party, and shall indemnify Customer against any damages finally awarded by a court of competent jurisdiction or agreed in settlement by ER Tech. This obligation shall not apply to claims arising due to modification of the Service, or Customer's use of Service other than in accordance with this Agreement, or use in combination with non-ER Tech systems.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ER TECH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ER TECH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY BREACHES OR VULNERABILITIES, NOR DOES ER TECH WARRANT THAT ANY DATA COLLECTED OR GENERATED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE. ER TECH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING CUSTOMER'S COMPLIANCE WITH APPLICABLE LAWS OR THE LEGALITY OF CUSTOMER'S USE OF THE SERVICE.

CUSTOMER ACKNOWLEDGES THAT THE SERVICE INVOLVES MONITORING FUNCTIONALITY THAT MAY BE SUBJECT TO LEGAL RESTRICTIONS AND THAT CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE SERVICE, INCLUDING ANY RISKS ARISING FROM IMPROPER CONFIGURATION, UNAUTHORIZED USE, OR FAILURE TO OBTAIN REQUIRED CONSENTS.

9.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ER TECH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. IN NO EVENT SHALL ER TECH'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.1. The term of this Agreement shall commence from the effective date as mentioned in the Order Form ("Effective Date") and continues until as set forth in the applicable Order Form ("Subscription Term"). Unless otherwise specified in the Order Form, the Subscription Term shall be for a period of twelve (12) months from the Effective and shall automatically renew for successive renewal terms equal in duration to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

10.2. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving notice.

10.3. ER Tech shall have the right to terminate this Agreement by providing a prior written notice of thirty (30) days in advance to Customer.

10.4. ER Tech reserves the right, upon reasonable determination, to suspend or restrict Customer's access to the Service, in whole or in part, without liability, if ER Tech believes that: (a) Customer's use of the Service violates applicable law or regulation; (b) Customer's use exposes ER Tech to material legal, regulatory, or reputational risk; and (c) the integrity, security, or availability of the Service is threatened. Such suspension shall remain in effect until the underlying issue is resolved to ER Tech's reasonable satisfaction.

10.5. Upon expiration or termination of this Agreement for any reason: (a) all rights granted to Customer under this Agreement shall immediately terminate; (b) Customer shall immediately cease all use of the Service; (c) ER Tech shall have no obligation to continue providing access to the Service; (d) ER Tech may delete Customer Data in accordance with its standard data retention practices, unless otherwise required by law or agreed in writing; and (e) any outstanding payment obligations shall become immediately due and payable.

11.1. This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles. The parties agree that exclusive jurisdiction and venue shall lie in the state and federal courts located in Sacramento County, California.