Subscription Agreement

WALK IN SUBSCRIPTION AGREEMENT

“Subscription Agreement” and combined with the Order Form, the “Agreement”) is entered into between Walk In Corp. (“Walk In”) and the client named on the applicable Order Form (“Client”) as of the date of the last signature to such Order Form (the “Effective Date”). By executing an Order Form with Walk In, Client agrees to be bound by the terms and conditions of this Subscription Agreement and such Order Form, as of the Effective Date. As used in this Agreement, “Party” means either Client or Walk In, as appropriate, and “Parties” means Client and Walk In. This Agreement governs, as applicable, Client’s access to and use of the Walk In Products and receipt of the Services.

SCOPE

1.1 Products. Walk In offers a property management software-as-a-service platform (the “Platform”) with one or more modules (each, a “Module”) for use by Client’s employees for Client’s internal business operations (“Client Users”), as well as several end-user applications (the “Apps”) for use by residents, lessees, visitors, potential lessees, or other individuals who download, access or use an App (“End Users”), each as described more fully in the applicable Order Form. In addition, Walk In may make available as part of the Platform certain application programming interfaces (“APIs”) for use by Client Users in interfacing with the Platform (collectively, the Platform, including all Modules thereto, the Apps, and the APIs, the “Walk In Products”). The specific Products that Client will be entitled to receive under this Agreement and other applicable details, such as the Subscription Period (as defined in Section 4.1 below) and the number of Units (as defined in Section 1.3 below) that may be linked to Client’s account on the Platform will be set forth in the applicable “Order Form” (i.e., a quotation, purchase order, confirmation or similar ordering documentation) entered into by Client (either directly with Walk In or through a Reseller (as defined in Section 4.3 below)). All Order Forms are subject to acceptance by Walk In and shall be deemed to incorporate the terms set forth herein with or without reference to this Subscription Agreement.

1.2 Services. In addition, an Order Form may identify Services that Walk In will provide under this Agreement. As used herein, “Services” means (a) the initial onboarding and training services that Walk In provides to Client for the Platform (“Onboarding Services”), (b) the support and maintenance services that Walk In provides to Client with respect to the Walk In Products and/or to End Users on Client’s behalf (“Support Services”), and [c) any additional professional services requested by Client and agreed to by Walk In in an Order Form entered into by the Parties hereto (“Additional Services”). The applicable Order Form (which, for the avoidance of doubt, may be in the format of a statement of work) will also include any additional terms that may apply to an engagement for Additional Services.

1.3 Units; Owners. The Walk In Products are designed to be used by Client for residential and/or commercial property management of multiple units, which may include an individual apartment, room, unique access point or other similar designation (each, a “Unit”). Client may be either the owner of Units or the manager of Units on behalf of another owner (the “Owner”). If Client is operating as a manager of Units on behalf of one or more Owners in its use of the Walk In Products, then Client represents that Client is the duly appointed agent of each applicable Owner for the applicable Units and has the authority to enter into this Agreement on the terms set forth herein. The Owner and Client shall at all times be jointly and severally liable for the payment of all Fees and compliance with the terms and conditions of this Agreement.

1.4 Client Account; Administrators. In order to access and use the Platform, Client must create a company account (a “Client Account”). Client will (a) provide accurate, truthful, current and complete information with respect to its Client Account, including with respect to Units and Owners (if applicable); and (b) maintain and promptly update all Client Account information. Client is solely responsible for protecting and safeguarding any passwords, user IDs or other credentials and login information that have been provided to Client or that are generated in connection with the Client Account, including for Client Users (collectively, “Credentials”). Client will use industry standard safeguards to prevent unauthorized access to, or use of, its Client Account and is responsible for all activity that occurs within its Client Account. Client will immediately notify Walk In in writing of any unauthorized use of its Client Account that comes to Client’s attention. Walk In shall have no liability for any loss or damage arising from Client’s failure to comply with its obligations related to the Client Account and/or Credentials as set forth herein.

1.5 Client Users. In order to access and use the Platform or any APIs, all Client Users must register for a user account with Walk In and will be required to accept the applicable terms and conditions under which Walk In makes such Platform and/or APIs available to users (the “Platform Terms of Service”). For the avoidance of doubt, Client is liable for the acts and omissions of all Client Users, including their compliance with the Platform Terms of Service.

1.6 End Users. In order to download, access and use one or more Apps, all End Users must register for an account with Walk In and will be required to accept the applicable terms and conditions under which Walk In makes such App(s) available (the “App Terms”). For the avoidance of doubt, Client is liable for the acts and omissions of any Client employees, contractors, service providers, agents or other representatives who download, access, or use the Apps on Client’s behalf, including their compliance with the applicable App Terms. Notwithstanding anything herein to the contrary, Client acknowledges and agrees that Walk In shall have the right to suspend or terminate an End User’s ability to use one or more Apps in the event such End User breaches the App Terms and Walk In will have no liability in connection with any such suspension or termination, including, without limitation, in connection with such End User’s inability to use any Apps.

WALK IN RESPONSIBILITIES

Access to Products and Services. Subject to Client’s compliance with the terms and conditions of this Agreement, Walk In will, during the applicable Subscription Period: (a) provide Client and its End Users with access to and use of the applicable Modules of the Platform and any APIs, each as specified in the applicable Order Form, and (b) make the Apps specified in the applicable Order Form available for use by Client’s End Users. Walk In is responsible for the performance of its employees and contractors and their compliance with Walk In’s obligations under this Agreement. Walk In may use non-employee contractors, service providers or agents for the purpose of providing Walk In Products and Services hereunder.

License to Walk In Content. Subject to compliance with the terms and conditions of this Agreement, Walk In grants to Client a fully paid-up, non-transferable, non-sublicensable right and license, during the Subscription Period, to access and use the content and other materials (collectively, “Walk In Content”) made available via the Walk In Products, solely for Client’s internal business purposes.

Changes. From time-to-time during the Term, Walk In may update or change the features, functionality or other aspects of the Walk-In Products or Services, provided that such changes do not materially reduce the functionality of such Walk In Products or Services unless deemed necessary or useful, such as: (a) to maintain or enhance (i) the quality or delivery of the Walk In Products or Services to Walk In’s customers, (ii) the competitive strength of or market for the Walk In Products or Services, or (iii) the Walk In Products’ and/or Services’ efficiency or performance; or (b) to comply with applicable law and regulation. Walk In will use reasonable efforts to provide notice to Client of any such updates or changes. Client agrees that its purchase of the Walk In Products and/or Services is not contingent upon the delivery of any future functionalities or features.

Platform Availability. Walk In shall use commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week, except for: (a) Scheduled Maintenance; (b) Client Error Incidents; (c) Emergency Maintenance; (d) any unavailability caused by circumstances beyond Walk In’s reasonable control, including without limitation, Force Majeure Events; and (e) Internet service provider failures or delays. As used herein: (i) “Scheduled Maintenance” is defined as any maintenance performed during Walk In’s then-current standard maintenance windows and any other maintenance of which Client is given at least eight (8) hours’ advance notice, including without limitation via a notice in the Platform; (ii) “Client Error Incident” is defined as any unavailability related to Client’s applications, Client Data, or Client’s equipment, or the acts or omissions of any Client User; and (iii) “Emergency Maintenance” is defined as unavailability due to the application of urgent patches or fixes, or other urgent maintenance that is performed outside of Scheduled Maintenance. Client acknowledges that Walk In does not control the transfer of data over telecommunications facilities, including the Internet. Walk In does not warrant and hereby expressly disclaims any warranty that the Platform will be available or error free, or that it will be able to prevent third party disruptions of such Platform. Client acknowledges further that the Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Walk In is not responsible for, and will have no liability in connection with, any delays, delivery failures, or other damage resulting from such problems.

Support Services. Walk In will provide to Client the Support Services as indicated in the Order Form; provided, however, that Walk In is under no obligation to provide Support Services with respect to: (a) alterations or modifications made by anyone other than Walk In or its licensors or agents; (b) use of the Walk In Products other than in accordance with the documentation for such Walk In Products provided by Walk In to Client; (c) discrepancies that do not significantly impair or affect the operation of the Walk In Products; (d) any systems or programs not supplied by Walk In; or (e) any configurations or other customization of the Walk In Products, unless otherwise expressly agreed in the applicable Order Form.

Client Content; Safeguards. Walk In will only process Client Content in accordance with the rights granted by Client to Walk In under this Agreement. “Client Content” means any data, content, or other materials in electronic form which Client provides, uploads, or inputs into the Walk In Products. During the Term, Walk In will maintain reasonable administrative, physical and technical safeguards designed to protect Client Content, consistent with any law or regulation applicable to Walk In and its performance of this Agreement and consistent with Walk In’s then-current practices and procedures. Walk In will promptly report to Client any compromise of security that it becomes aware of with regard to Client Content.

CLIENT RESPONSIBILITIES

Approved Use; Restrictions. Client will use the Walk In Products and Services in accordance with the terms and conditions of this Agreement, the documentation provided by Walk In, and the applicable Order Form, including any applicable usage restrictions included therein, such as the Subscription Period, number of Units, number or type of Client Users, and/or any other usage parameters for the Walk In Products or Services set forth in an Order Form (collectively, “Approved Use”). Client is permitted to access and use the Walk In Products and Services solely for its internal business purposes. Client will use the Walk In Products and Services in accordance with all applicable laws and government regulations. Without limitation of the foregoing, Client will not (and will ensure that its Client Users and any Client employees, contractors, service providers, agents or other representatives who download, access, or use the Apps on Client’s behalf do not): (a) modify, disassemble, decompile, reverse engineer or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Walk In Products or Services; (b) use or access the Walk In Products or Services to build a competitive product or service; (c) download any portion of or information contained within the Walk In Products or Services other than as expressly permitted by Walk In; (d) disclose any benchmarking or performance testing of the Walk In Products or Services; (e) sell, license, rent, lease or assign the Walk In Products or Services or distribute, display, host, disclose, outsource or otherwise commercially exploit the Walk In Products or Services as part of a product or service provided to any third party (except with respect to Owners, in accordance with this Agreement; (f) use any Walk In Confidential Information to contest the validity of any Walk In intellectual property; (g) remove or destroy any copyright notices, other proprietary markings or confidentiality legends placed on or made available through the Walk In Products or Services; or (h) use the Walk In Products or Services other than for their respective intended use. Client may access the Walk In Products and Services only through interfaces and protocols provided or authorized by Walk In and may not copy, co-brand, frame or mirror any Walk In Content (in whole or in part) without Walk In’s prior written consent in each instance. Finally, the Walk In Products licensed by Walk In are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Walk In Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage.

Unit Information; Transfers. Client shall keep Walk In informed in writing at all times of the identity and contact information of each Owner (if applicable) and the location and status of all Units, and will immediately notify Walk In if Client’s relationship changes with respect to an Owner or Unit such that Client is no longer authorized as an agent of such Owner and/or otherwise no longer possesses the authority to lease or manage a Unit. If Client’s relationship with an Owner or a particular Unit terminates for any reason, Client shall: (a) continue to be liable for any and all fees related to the Unit through the end of the then-current Subscription Period, regardless of when such fees are billed by Walk In; and (b) immediately deactivate the ability of any such sold or transferred Units to use or benefit from any Walk In Products or Services.

Client Content. Client hereby grants Walk In the worldwide, non-exclusive, irrevocable (except as set forth below), royalty-free, sublicensable right and license to use, copy, display, store, adapt, and distribute Client Content so that Walk In can operate, deliver, and improve its Walk In Products and Services, including, without limitation, making such Client Content available to End Users in accordance with Client’s settings, selections, and other functionality of the Platform. The foregoing license granted to Walk In is revocable by Client by removing or deleting any such Client Content uploaded to the Platform, using the functionality provided therein. Client acknowledges and agrees that other users may download or make copies of any Client Content shared by Client with such End Users, and that Walk In will not be responsible for any liability incurred in connection therewith. Client represents and warrants that it controls, owns, or has all necessary rights to authorize Walk In to process as set forth herein, all such Client Content. Client shall further have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Client Content and, without limiting the foregoing, will not provide to Walk In any Client Content that (a) may violate applicable laws, including without limitation, any Client Content that may menace or harass any person, cause damage or injury to any person or property, or violate the privacy rights or other rights of any individual, (b) includes any sensitive personal information that would subject Walk In to additional legal, regulatory, or similar obligations, or (c) contains viruses or other malicious code. Client shall be responsible for obtaining any necessary licenses, permits, and/or consents for Walk In and for providing any required notices with respect to Client’s use of the Walk In Products and Services and the provision of the Client Content by Client to Walk In. Walk In may, but is not obligated to, remove any violating Client Content posted on and/or transmitted through the Walk In Products and/or Services, without notice to Client.

Use of Interactive Features. Client, its Client Users, and/or any Client employees, contractors, service providers, agents or other representatives who download, access, or use the Apps on Client’s behalf may elect to interact with others through the Walk In Products and/or Services, including, but not limited to, via messaging and scheduling capabilities included therein (“Interactive Features”). Client is solely responsible for its and its Client Users’ interactions, as well as any interactions by any Client employees, contractors, service providers, agents or other representatives who download, access, or use the Apps on Client’s behalf with other individuals through the Walk In Products and/or Services. Walk In may, but has no obligation to, monitor the use of the Interactive Features to ensure compliance with this Agreement. Client, its Client Users, and/or any Client employees, contractors, service providers, agents or other representatives who download, access, or use the Apps on Client’s behalf will not: (a) use the Interactive Features in a way that negatively affects others or Walk In’s ability to provide its Products or Services, (b) use the Interactive Features for any illegal or unauthorized purpose, or (c) use the Interactive Features to infringe upon or violate the rights of Walk In, other people using the Interactive Features, or any third party. Walk In will not be responsible for any liability incurred as the result of interactions with others on the Interactive Features or use of content provided by other users via the Interactive Features. Client is solely responsible for any Client Content shared by Client, its Client Users, and/or any Client employees, contractors, service providers, agents or other representatives who download, access, or use the Apps on Client’s behalf using the Interactive Features.

Cooperation. Client’s cooperation may be required in order for Walk In to efficiently and effectively perform the Services and provide the Walk In Products. Client agrees to comply with all of Walk In’s reasonable requests made in connection with the provision of the Walk In Products or Services to Client. Walk In will have no liability for any delays, deficiencies or failures that occur in the performance of Services or provision of Walk In Products as a result of (a) delays due to unanticipated Client requests, (b) Client’s failure to cooperate (including the cooperation of third parties under Client’s control), or (c) Client’s breach of this Agreement.

Client Required Materials; Third-Party Materials. Client is responsible for obtaining and maintaining, at its sole cost and expense, any devices, hardware, or other resources necessary to use the Walk In Products or Services, including, without limitation, smart locks and other IOT devices that are compatible with the Walk In Products and any other equipment, tools, or services necessary to access and/or use the Walk In Products and/or Services (“Required Client Materials”). Unless otherwise agreed in an Order Form, Client is further responsible for upgrading and configuring all Client Required Materials to be and remain compatible with the Walk In Products and/or Services. Walk In shall not be responsible for, and shall no liability in connection with (b) any Required Client Materials, (b) any third-party data, content, materials, products or services, whether provided with the Walk In Product and/or Services or otherwise (including, without limitation, open source software and content that may be provided by other uses of the Walk In Products or Services via Interactive Features) (collectively, “Third-Party Materials”), or (c) the contents of any linked external web sites operated by third parties that may be referenced within the Walk In Products or Services. Walk In has no control over Third-Party Material providers or the availability of any such Third-Party Materials. In its discretion, Walk In may add, remove, and/or substitute any Third-Party Materials. The provision of Third-Party Materials is subject to the availability from third party providers and Walk In shall have no liability should such Third-Party Materials become unavailable for any reason or if such Third-Party Materials are no longer available under reasonable commercial terms.

Designated Support Contact. For the purposes of this Agreement, “Designated Support Contacts” means the Client employees so designated by Client on the Order Form or otherwise communicated to Walk In by Client in writing. Client may have up to the number of Designated Support Contacts as designated on the applicable Order Form. Only a Designated Support Contact shall be permitted to contact Walk In for any Support Services needed on behalf of Client.

Pre-Release Materials. Client may have the opportunity to receive access to certain new or updated “pre-release”, “beta” or other materials or features prior to their full commercial release (“Pre-Release Materials”), at Walk In’s option. Client may choose to use such Pre-Release Materials or not in its sole discretion. Client acknowledges and agrees that: (a) the Pre-Release Materials may impact the availability of, and Client’s use of, the Walk In Products or Services; (b) the Pre-Release Materials may not operate properly or be fully functional; (c) use of the Pre-Release Materials may result in unexpected results, loss of data, or business interruption; and (d) Walk In has the right unilaterally to abandon development, maintenance, and operation of the Pre-Release Materials, at any time and without any obligation or liability to Client. Client’s use of any Pre-Release Materials may be conditioned on acceptance of additional terms and, in any event, is subject to the confidentiality obligations in Section 5 below. All such Pre-Release Materials shall be considered to be made available on a trial basis and will be subject to Section 4.7 below.

FEES AND PAYMENT

Subscriptions; Approved Use. The Walk In Products and certain Services are offered on a subscription basis (each, a “Subscription”) on an annual or other periodic basis as set forth in the applicable Order Form, starting from the date of delivery of or access to the applicable Walk In Products or Services, unless otherwise specified in the applicable Order Form (the “Subscription Period”). In addition, certain Walk In Products or Services are subject to other Approved Use metrics, as specified in an Order Form. Client will notify Walk In (or the applicable Reseller) within 30 days upon exceeding the Approved Use set forth in the applicable Order Form, and will pay, on a pro-rated basis, any and all amounts due for such overage through the remainder of the then-current Subscription Period.

Fees. Client will pay fees for the Walk In Products and Services provided by Walk In as specified in the applicable Order Form (“Fees”). With respect to Subscriptions, Walk In reserves the right to increase the Fees for a subsequent Subscription Period, upon notice to Client.

Resellers. From time-to-time, Walk In may offer sales of Walk In Products and Services through one or more of its authorized reseller partners (each, a “Reseller”). If Client purchases Walk In Products or Services through a Reseller, Client shall pay the Fees set forth in the applicable Order Form to Reseller in accordance with the terms and conditions set forth in the applicable Order Form. All Fees are due and payable by Client to its Reseller. Any disputes related to the Fees or invoicing shall be handled directly between Client and the Reseller. In no event will Walk In be liable for the acts or omissions of a Reseller. Except for terms related to invoicing and payment, no Resellers are authorized to modify the terms of this Agreement.

Invoiced Payment. Fees are payable in advance of each Subscription Period or the commencement of Services, as applicable. All Fees are shown in U.S. dollars, unless otherwise specified. Unless different payment terms are expressly set forth in the applicable Order Form, Client will pay invoiced Fees at the address or account designated by Walk In or the applicable Reseller within 30 days from receipt of the invoice. Client will only dispute invoices in good faith. To be eligible for an invoice adjustment, Client must provide a written description of the disputed portion of the invoice within thirty (30) days of receipt, otherwise Client will waive the right to dispute any invoice. Client is responsible for providing an accurate billing contact on the applicable Order Form and updating that billing contact as needed from time to time such that Walk In always has an accurate billing contact for Client.

4.5 Remedies. Interest accrues on past due Fees balances at the lesser of a one and a half percent (1½%) per month compounded or the highest rate allowed by law. If Client fails to make payments of any Fees due under the Agreement, Client shall be in material breach of this Agreement. Walk In will be entitled to suspend its performance upon ten (10) days’ written notice to Client and/or to require full payment before any additional performance is rendered by Walk In, at Walk In’s sole discretion. Client shall be responsible to pay any collection expenses (including attorneys’ fees) incurred by Walk In to collect any Fees due hereunder.

4.6 Taxes. Unless expressly provided otherwise, the Fees set forth in the Order Form do not include taxes. Client agrees to pay any taxes, other than those based on Walk In’s net income, arising out of the Agreement, including, without limitation all sales and use taxes, excise taxes, goods and services taxes, consumption taxes, value-added taxes, and any other similar taxes, duties, and charges of any kind imposed by any national, federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder. If Client is tax-exempt, Client agrees to send Walk In a copy of its tax-exempt certificate prior to execution of this Agreement. Client agrees to indemnify Walk In from any liability or expense incurred by Walk In as a result of Client’s failure or delay in paying taxes when due.

Free or Trial Access to Products. From time-to-time, Walk In may grant Client access to or license certain Walk In Products and/or Services on a free and/or trial basis. If Client is granted access under this Agreement to a free or trial version of any Walk In Products and/or Services in accordance with the foregoing, Client agrees that (a) Walk In has no obligation to provide any particular level of service or Support Services with respect thereto; and (b) Walk In may cease providing access to such Walk In Products and/or Services or terminate the license to such Walk In Products and/or Services at any time upon notice. For the avoidance of doubt and without limiting the foregoing, all Walk In Products made available by Walk In for no charge will be subject to this Section 4.7. NOTWITHSTANDING SECTION 9 BELOW, ALL WALK IN PRODUCTS AND/OR SERVICES PROVIDED TO CLIENT ON A FREE AND/OR TRIAL BASIS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WALK IN AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR THE USE OF SUCH WALK IN PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY OF SUCH WALK IN PRODUCTS OR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. This Section supersedes any conflicting provision of this Agreement.

CONFIDENTIALITY

Definition. By virtue of this Agreement, the Parties may be exposed to or be provided with certain confidential and proprietary information of the other Party or third parties, including but not limited to information designated as confidential in writing or information which by its nature ought to be in good faith considered confidential and proprietary to the disclosing Party (“Confidential Information”). Confidential Information of Walk In and/or its licensors includes but is not limited to the terms and conditions (but not the existence) of the Agreement, including, without limitation, all Order Forms, fees and charges, trade secrets, specifications, documentation, business plans, Pre-Release Materials, customer lists and customer-related information, financial information, proposals, budgets, product roadmap, data and other information of Walk In and its licensors relating to or embodied in the Walk In Products, the Services and/or the documentation therefore. Each Party reserves any and all right, title and interest (including, without limitation, any Intellectual Property Rights) that it may have in or to any Confidential Information that it may disclose to the other party under this Agreement.

Non-Disclosure. Each Party will protect the other Party’s Confidential Information from unauthorized use or dissemination and use the same degree of care that each such Party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Neither Party will use Confidential Information of the other Party for purposes other than to perform its obligations or exercise its rights under this Agreement. The receiving Party will not disclose any Confidential Information of the disclosing Party other than: (a) as required by applicable law, provided that the receiving Party uses reasonable efforts to give the disclosing Party reasonable advance notice thereof (unless prohibited by law), so as to afford the disclosing Party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information; (b) with the written consent of the disclosing Party (which, for the avoidance of doubt, shall be deemed to include any selections, settings or other configurations made by Client to share Client Content with others via the Walk In Products or Services); or (c) to employees, contractors, service providers, agents, or other representatives who are subject to confidentiality obligations at least as stringent as contained in this Agreement. Notwithstanding anything in this Agreement to the contrary, Client agrees that, upon request by an Owner, Walk In may communicate directly with the Owner about all aspects of the Agreement, any Client Content that relates to a Unit owned by such Owner, and any other relevant Client Confidential Information, if applicable.

Exceptions. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving Party can establish that such information (a) is or becomes generally known or available to the public through no fault of the receiving Party; (b) was rightfully in the receiving Party’s possession before receipt from the disclosing Party free of any obligation to keep it confidential; (c) is lawfully obtained from a third party who has the right to make such disclosure; or (d) has been independently developed by the receiving Party without use of or reference to any Confidential Information of the disclosing Party.

Remedy/Injunctive Relief. The Parties acknowledge that disclosure of any Confidential Information may give rise to irreparable injury to the Party whose information is disclosed, which injury may be inadequately compensated in damages. Therefore, either Party may seek injunctive relief against the other Party’s breach or threatened breach of this Section 5, in addition to any other legal remedies that are available under the law, without the necessity of posting a bond.

Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, the receiving Party will, upon request of the disclosing Party, return to the disclosing Party, or destroy (with written certification of the same), all copies of the disclosing Party’s Confidential Information.

DATA PROTECTION

6.1 Client Personal Data. Client agrees to only input into, transfer into the Walk In Products or Services, or otherwise provide to Walk In Client Content that is Personal Data (“Client Personal Data”): (a) if and to the extent that Client is authorized to do so under applicable law, including obtaining any relevant consents from or providing any required notices to the individual for such disclosure; (b) if and to the extent that such Client Personal Data is necessary to enable Walk In to provide the Walk In Products and/or Services, or otherwise fulfill its obligations, under this Agreement; and (c) and to do so only in fields specifically designed to house such Client Personal Data. Walk In shall have no liability to Client, and Client shall indemnify Walk In for all claims by third parties resulting from Client’s failure to comply with its obligations this in Section 6.1. Client shall remove any Client Personal Data from the Walk In Products and Services once it is no longer necessary for that purpose and may engage Walk In (at Walk In’s then-current rates) to assist in such deletion. As used herein, “Personal Data” means data that (i) identifies a person, and (ii) is regulated by applicable data protection legislation, including, without limitation, the CCPA (as defined below).

6.2 Data Processing. Walk In shall: (a) only act upon and process the Client Personal Data as set forth in this Agreement, as outlined in Walk In’s Privacy Policy, or as otherwise required or permitted by applicable data protection laws from time to time. Walk In’s Privacy Policy may be updated from time to time by Walk In. Without limiting the generality of the foregoing, for purposes of Client Personal Data related to residents of California, Walk In further agrees that: (i) shall process Client Personal Data as a “service provider” for purposes of the California Consumer Privacy Act (the “CCPA”); (ii) Walk In shall not: (1) “sell” or “share” Client Personal Data as those terms are defined under the CCPA; (2) retain, use, disclose, or otherwise process Client Personal Data except as necessary for the business purposes specified in this Agreement; (3) retain, use, disclose, or otherwise process Client Personal Data in any manner outside of the direct business relationship between Client and Walk In except as necessary for the business purposes specified in this Agreement; or (4) combine any Client Personal Data with Personal Data that Walk In receives from or on behalf of any other third party or collects from Walk In’s own interactions with individuals, provided that Walk In may so combine Personal Data for a purpose permitted under the CCPA if directed to do so by Client or as otherwise expressly permitted by the CCPA; and (iii) Walk In shall: (1) notify Client if Walk In becomes aware that it is no longer able to meet its obligations under the CCPA; and (2) take reasonable and appropriate steps to help ensure that Personal Data use is consistent with Client’s obligations under the CCPA.

LIMITED RIGHTS AND OWNERSHIP

Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Walk In and/or its licensors. Client acknowledges and agrees that: (a) all Walk In Products and Walk In Content are licensed and not sold; and (b) Client acquires only the right to use the Walk In Products and Services, including, without limitation, applicable Walk In Content and Walk In and its licensors shall retain sole and exclusive ownership of all rights, title, and interest therein, including all Intellectual Property Rights embodied in or associated with the such Walk In Products or Services, any reports, deliverables or other output created via such Walk In Products or Services, and all copies and derivative works thereof. Client further acknowledges that the Walk In Products and Services, including the source and object codes logic and structure thereof, embody valuable confidential information of Walk In and/or its licensors, the development of which required the expenditure of considerable time and money and constitute valuable trade secrets of Walk In and its licensors. As used herein, “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.

Further Restrictions. In addition to the other restrictions and limitations on Client’s license as set forth herein, Client will not: (a) alter, or permit the alteration of, the Walk In Protected Materials or any component thereof, (b) copy, or permit the copying of, the Walk In Protected Materials or any component thereof, except reasonable copies of documentation for Client’s internal use, (c) seek to acquire any ownership interest in or to the Walk In Protected Materials or any component thereof, or (d) take or encourage any action during or after the Term that will in any way impair the rights of Walk In in and to the Walk In Protected Materials. Client shall indemnify Walk In for any and all liabilities or expenses that Walk In may incur (including, without limitation, attorneys’ fees and other legal expenses) in connection with Walk In’s efforts to enforce its rights against Client with respect to the Walk In Protected Materials. As used herein, “Walk In Protected Materials” means the Walk In Protected Materials. Products, Services, Walk In Content, documentation therefor, any proprietary software or technology of Walk In, or any Intellectual Property Rights in and to any of the foregoing.

Client Content; Client Branding. Notwithstanding anything in this Agreement to the contrary, Client and/or its licensors retains sole and exclusive ownership to any and all Client Content. Walk In acquires no right, title or interest in or to the Client Content, except for the limited licenses set forth herein. To the extent that an Order Form specifies that Walk In will apply Client’s branding to an App hereunder, Client hereby grants Walk In the right, during the Term, to use Client’s name, logos, trademarks, servicemarks or any other branding provided by Client to Walk In (“Client Branding”) for the purposes of applying such Client Branding to the applicable App and to distribute such App, with the Client Branding, for use by End Users. For the avoidance of doubt, any such App with Client Branding will continue to be licensed by Walk In to End Users under the applicable App Terms, and may also contain Walk In branding and/or proprietary notices.

Service Analyses. Client hereby agrees that Walk In may compile statistical and other information related to the performance, operation and use of the Walk In Products and Services by Client (“Service Analyses”), which will assist Walk In in improving the user experience and other aspects of its products and services. Walk In may make Service Analyses publicly available; however, Service Analyses will not incorporate Client Content or other Client Confidential Information in a form that could serve to identify Client or any individual. Walk In retains all Intellectual Property Rights in Service Analyses.

Feedback. Client may have the option to provide Walk In with feedback, suggestions or comments regarding the Walk In Products and/or Services (“Feedback”) and consents to receive requests for such Feedback from Walk In periodically. Client hereby grants Walk In a non-exclusive, perpetual and irrevocable license to use and exploit such Feedback for any purpose, including incorporating such Feedback within its products and services, without providing payment or any other consideration to Client. Walk In has no confidentiality or other obligations with respect to Feedback.

INDEMNIFICATION

8.1 Indemnification by Walk In. Walk In will defend or settle, at its option and expense, any action, suit or proceeding brought against Client by a third party that the Walk In Products or Services infringe a third party’s US patent, registered copyright, or registered trademark (“IP Claim”). Walk In will indemnify Client against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such IP Claim, provided that Client: (a) promptly gives written notice of the IP Claim to Walk In; (b) gives Walk In sole control of the defense and settlement of the IP Claim; (c) provides Walk In, at Walk In’s expense, with all available information and assistance relating to the IP Claim and cooperates with Walk In and its counsel; (d) does not compromise or settle such IP Claim; and (e) is not in material breach of any agreement with Walk In. Notwithstanding the foregoing, Walk In has no obligation under this Section to the extent any IP Claim results from: (i) Client having modified the Walk In Products or Services, (ii) Client Required Materials, Client Content, or Client Branding, (iii) Third Party Materials, or (iv) the combination, operation or use of the Walk In Products and/or Services with software or data not provided by Walk In.

8.2 Indemnification by Client. Client shall defend Walk In, against: (a) any claim, demand, suit, or proceeding made or brought against Walk In by a third party arising out of or related to (i) any Client Required Materials, Client Content or Client Branding; (ii) Client’s or its Client Users’ use of the Walk In Products and/or Services, and any use of the Walk In Products and/or Services by any Client employees, contractors, service providers, agents or other representatives who download, access, or use the Apps on Client’s behalf, in violation of the Agreement or any other breach of the terms of this Agreement by Client or its Client Users; or (iii) any infringement or misappropriate of the Intellectual Property Rights of a third party or violation of applicable law by Client, a Client User, or any Client employees, contractors, service providers, agents or other representatives who download, access, or use the Apps on Client’s behalf; or (b) any claim, demand, suit or processing made or brought against Walk In by an End User or other individual arising out of or related to (i) Walk In’s performance of its obligations or exercise of its rights under the Agreement, (ii) Client’s or any Owner’s breach of any agreement with any such End Users or individuals, or (iii) any such End Users’ or other individuals’ ability or inability to access a Unit (any claim under subpart (a) and/or (b) hereof, a “Client Claim”. Client shall indemnify Walk In for all damages, liabilities, settlement amounts, costs and/or or expenses (including, without limitation, attorneys’ fees) incurred by Walk In in connection with any Client Claim; provided that Walk In (i) promptly gives Client written notice of the Client Claim, (ii) gives Client sole control of the defense and settlement of the Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases Walk In of all liability), and (iii) provides Client all reasonable assistance, at Client’s cost. Notwithstanding the foregoing, Walk In shall have the right to engage its own counsel and/or participate in the defense of any such Client Claim, as its own expense. For purposes of this Section 8.2 only, “Walk In” shall include Walk In and its affiliates, and each of their members, owners, officers, directors, employees, agents, contractors, licensors, successors and assigns.

8.3 Infringement Remedies. If it is adjudicated in connection with any IP Claim for which Walk In is obligated to indemnify Client pursuant to Section 8.1 above that the Walk In Products and/or Services, as used in accordance with this Agreement infringe any patent, registered copyright, or registered trademark, Walk In shall, at its option: (a) procure for Client the right to continue using the Walk In Products and/or Services; (b) replace or modify the same so they become non-infringing; or (c) terminate this Agreement with respect to the affected Walk In Products or Services and refund to Client, on a pro-rated basis, the pre-paid portion of the Fees for the affected Walk In Product or Service for the remainder of the then-current Subscription Period. THIS SECTION 8 STATES WALK IN’S ENTIRE OBLIGATION TO CLIENT AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.

LIMITED WARRANTY AND DISCLAIMER

9.1 Limited Warranty. During the Term, Walk In warrants that the Walk In Products will be free of Errors. As used herein, “Error” means a material failure of a Walk In Product to conform to the documentation for such Walk In Product, as provided by Walk In to Client, that is reported by Client to and replicable by Walk In.

9.2 Remedies. If a Walk In Product does not perform as warranted, Walk In shall use commercially reasonable efforts to correct such Errors, as Client’s exclusive remedy for any claim under this warranty. Client shall promptly notify Walk In in writing of its claim. Provided that such claim is determined by Walk In to be Walk In’s responsibility in accordance with this Agreement, Walk In shall, within thirty (30) days of its receipt of Client’s written notice, (a) correct such Error; or (b) provide Client with a plan reasonably acceptable to Client for correcting the Error; or (c) if neither (a) nor (b) can be accomplished with reasonable commercial efforts from Walk In, then Walk In shall so notify Client and either Walk In or Client may terminate this Agreement with respect to the applicable Walk In Product, and Client will be entitled to a refund, on a pro rated basis, of the pre-paid portion of the Fees paid for the affected Walk In Product for the remainder of the then-current Subscription Period. The preceding warranty cure shall constitute Walk In’s entire liability and Client’s exclusive remedy for cure of the warranty set forth herein. If Client elects not to terminate this Agreement with respect to the affected Walk In Product, Client waives all rights for the applicable warranty cure set forth herein.

9.3 Exclusions. Walk In is not responsible for any claimed breach of any warranty set forth in this Section 9 caused by: (a) modifications made to the Walk In Products by anyone other than Walk In or its authorized representatives; (b) the combination, operation or use of the Walk In Products with any items not provided by Walk In; (c) Walk In’s adherence to Client’s specifications or instructions; (d) Errors caused by or related to internet connections or Client Required Materials; or (e) Client deviating from the operating procedures described in the applicable documentation.

9.4 Disclaimer. THE WARRANTY SET FORTH ABOVE IN THIS SECTION 9 IS IN LIEU OF, AND WALK IN AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (A) ANY WARRANTY THAT ANY WALK IN PRODUCTS OR SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (B) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (C) ANY WARRANTY, CONDITION OR OTHER TERM THAT WALK IN CONTENT AND/OR THIRD PARTY MATERIALS WILL BE ACCURATE, RELIABLE AND ERROR-FREE AND (D) ANY AND ALL IMPLIED WARRANTIES, CONDITION OR OTHER TERM ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY WALK IN, ITS AFFILIATES, CONTRACTORS, EMPLOYEES, RESELLERS, OR OTHER REPRESENTATIVES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. CLIENT ACKNOWLEDGES THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE WALK IN PRODUCTS, SERVICES AND/OR CLIENT CONTENT. ACCORDINGLY, WALK IN CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WALK IN MAKES NO WARRANTY WITH RESPECT TO ANY THIRD-PARTY MATERIALS; AND CLIENT’S SOLE REMEDY WITH RESPECT TO SUCH THIRD-PARTY MATERIALS SHALL BE PURSUANT TO THE WARRANTIES OFFERED BY THE PROVIDER OF SUCH THIRD-PARTY MATERIALS, IF ANY. THIRD-PARTY MATERIALS ARE MADE AVAILABLE ON AN “AS IS, AS AVAILABLE” BASIS BY WALK-IN.

LIMITATION OF LIABILITY

10.1 No Special Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE ANOTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY CLIENT IN THE PRIOR TWELVE (12) MONTHS FOR THE WALK IN PRODUCT OR SERVICE WHICH IS THE SUBJECT MATTER OF THE CLAIM.

10.3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS ON THE TYPES AND AMOUNTS OF DAMAGES SET FORTH IN SECTION 10.1 AND 10.2 HEREIN SHALL NOT APPLY WITH RESPECT TO: (A) A PARTY’S INDEMNIFICATION OBLATIONS PURSUANT TO SECTION 8, (B) CLIENT’S INFRINGEMENT OF WALK IN’S INTELLECTUAL PROPERTY RIGHTS, (C) CLIENT’S OBLIGATIONS TO PAY FEES, AND (D) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.4 Time to Bring Claim. NO CLAIM ARISING OUT OF THIS AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT AGAINST WALK IN MORE THAN ONE YEAR AFTER THE EVENT LEADING TO THE CAUSE OF ACTION HAS OCCURRED.

10.5 Survival. THIS SECTION SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY.

TERM AND TERMINATION

11.1 Term; Subscription Periods. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Subscription Periods under the Order Form , unless otherwise terminated earlier as provided hereunder.

11.2 Termination. Either Party may terminate this Agreement immediately upon written notice in the event that the other Party commits a non-remediable material breach of this Agreement, or if the other Party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching Party within thirty (30) calendar days of being notified in writing of such breach.

11.3 Post-Termination Obligations. Following expiration or termination of this Agreement (for whatever reason), Client shall certify that it has returned or destroyed all copies of the applicable Walk In Content and Confidential Information of Walk In and acknowledges that its rights to use the same are relinquished. Termination of this Agreement for any reason shall not excuse Client’s obligation to pay in full any and all amounts due, nor shall termination by Walk In result in a refund of Fees paid. Client shall use its commercially reasonable efforts to remove all Client Content from any Walk In Products prior to termination of this Agreement. Client may engage Walk In to assist Client in removing such Client Content at Walk In’s then standard rates. If any Client Content remains in the Walk In Products or Services more than thirty (30) calendar days after the effective date of termination, Walk In may, in its sole discretion and without notice, delete any and all Client Content. At any time before or after expiration or termination, if an Owner requests that any Client Content related to such Owner’s Units be provided directly to such Owner, Client agrees that Walk In may transfer such Client Content directly to such Owner, and that Walk In shall not be liable for any damages that result from the transfer of Client Content to an Owner.

11.4 Survival. Sections 3.1, 4, 5, 7, 8, 9, 10, 11.3, 11.4 and 12, as well as any other provisions that by their nature are intended to survive, shall survive any expiration or termination of this Agreement.

GENERAL PROVISIONS

12.1 Independent Contractors. This Agreement does not create any agency, partnership, or joint venture between the parties. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement, except as expressly stated herein.

Publicity. Client agrees that Walk In may refer to Client by name, logo, trade name, service marks and trademarks and may briefly reference Client’s business in Walk In’s marketing, promotional and other related materials and on Walk In’s web site, and Client hereby grants Walk In a limited license to do so.

Non-Solicitation. During the Term of this Subscription Agreement and for a period of one (1) year following any expiration or termination hereof, Client will not employ or solicit for employment, directly or through other parties, any individual employed by Walk In during the Term hereof, without Walk In’s prior written consent in each instance; provided, however that the foregoing shall not apply to any individuals who respond to a generally available job posting issued by Client.

Compliance. During the Term of this Subscription Agreement and for a period of one (1) year following any expiration or termination hereof, Client shall maintain and make available to Walk In records sufficient to permit Walk In or an independent auditor retained by Walk In to verify, upon written notice, Client’s full compliance with the terms and requirements of the Agreement. Such an audit shall be performed during regular business hours. If such verification process reveals any noncompliance by Client with the Agreement, Client shall reimburse Walk In for the reasonable costs and expenses of such verification process (including, but not limited to the fees of an independent auditor) incurred by Walk In, and Client shall promptly cure any such noncompliance, including without limitation through the payment of any and all fees owed to Walk In during the period of noncompliance; provided, however, that the obligations under this Section do not constitute a waiver of Walk In’s termination rights or any other rights or remedies available to Walk In.

Force Majeure. Neither Party shall incur any liability to the other Party on account of any loss, claim, damage or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations), if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of the Party seeking protection under this Section. Such events, occurrences, or causes shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, explosions, telecommunications and Internet failures(“Force Majeure Events”). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Assignment. Walk In may novate, transfer, or assign the Agreement and all of its rights and obligations herein without Client’s approval to its parent company or other affiliated company, to a successor by operation of law, or by reason of the sale or transfer of all or substantially all of its stock or assets to another entity. Neither Party may otherwise assign or transfer the Agreement without the prior written consent of the other Party. Any purported assignment in contravention of the foregoing shall be void.

Export. Client will comply with all applicable law regarding the export of items, software or technology, including ensuring that: (a) no equipment, technical data or software received from Walk In is exported or re-exported to any country, person or entity in violation of any U.S. sanctions or export controls (including to any sanctioned or restricted entities); and (b) that anything received from Walk In is not used or re-exported for a prohibited use under applicable law. Further, Client represents and warrants that it and its Client Users (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) have not been identified as a “Specially Designated National” by the Office of Foreign Assets Control; (iii) have not been placed on the U.S. Commerce Department’s Denied Persons List;” and (iv) will not use any equipment, technical data or software received from Walk In if any applicable laws it from doing so in accordance with this Agreement.

Notices. Any notice required or permitted to be sent under this Agreement shall be delivered by hand; by overnight courier; by certified mail, return receipt requested; or via email, to the Parties at their respective addresses as set forth in the applicable Order Form or to such other address of the Parties as may be designated in writing in accordance with this subsection.

Entire Agreement; Severability; Waiver; Remedies. The Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. Any preprinted terms appearing in any Client purchase order or similar document that differ from, are inconsistent with, or are in addition to the terms of this Agreement, shall be void. If a conflict occurs between this Agreement and any Order Form, the Order Form will control. Any amendment to the Agreement must be in writing and signed by both parties. If any provision or part of a provision of this Agreement is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected and will be enforced to the fullest extent of applicable law. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity, except as otherwise expressly set forth herein.

Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its principles of conflict of laws. Any dispute shall be litigated in the state or federal courts located in Westchester County, New York to whose exclusive jurisdiction the Parties hereby consent. For purposes of establishing jurisdiction in New York under this Agreement, each Party hereby waives, to the fullest extent permitted by applicable law, any claim that: (a) it is not personally subject to the jurisdiction of such court; (b) it is immune from any legal process with respect to it or its property; and (c) any such suit, action or proceeding is brought in an inconvenient forum. Each Party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this Agreement or the transactions relating to its subject matter. The Parties agree that this contract is not a contract for the sale of goods; therefore, the Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act (“UCITA”), or any references to the United National Convention on Contracts for the International Sale of Goods.

Legal Fees and Costs. In the event of a dispute between the Parties regarding the enforcement of the Agreement, the prevailing Party in such dispute will be entitled to collect from the other Party the prevailing Party’s reasonable legal fees, expert witness fees, and costs.

Headings and Drafting. The headings in the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favor of or against a Party based on the author of the document.

Counterparts. The Master Agreement and each Schedule may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and that facsimile and/or pdf scanned copies of signatures shall be as effective and binding as original signatures.

Treatment in the Event of Insolvency of Client. The Parties acknowledge and agree that this Agreement is an executory contract as such term is defined in Section 365 of the United States Bankruptcy Code (“USBC”). The Parties further acknowledge and agree that this Agreement does not provide a license of intellectual property as defined in Section 101(35) of the USBC and that the provisions of Section 365(n) of the USBC are therefore not applicable. Client acknowledges that Walk In will be harmed if this Agreement was assigned to a competitor, direct or indirect, or any other party whose use of Walk In Products or Services pursuant to the Agreement would be detrimental to the business and rights of Walk In, and Client hereby grants Walk In the right to consent to any proposed assignment of this Agreement in a bankruptcy and that the rights of consent to the assignment provided in Section 365(c)(1) of the USBC shall be applicable to any proposed assignment of this Agreement in any bankruptcy case filed by Client.