Master Services Agreement

1. DEFINITIONS

1. "Affiliate" means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of fifty percent (50%) or more of the outstanding voting securities (but only for as long as such entity meets these requirements).

2. "Agreement" means the MSA and applicable Order(s).

3. "AI Features" means the artificial intelligence, machine learning, and large language model functionality or features available through the Handbid Platform.

4. "Auction" means a silent auction hosted by Customer on the Handbid Platform.

5. "Authorized User" means any employee, contractor, or other representative of Customer which Customer authorizes to access the Handbid Platform and to whom Customer supplies account credentials.

6. "Campaign" means a marketing, awareness, or engagement initiative hosted by Customer on the Handbid Platform in connection with a Fundraiser or Auction.

7. "Customer Data" means any data, content, works, and information provided or made available by Customer or any Authorized User or End User to Handbid through the Handbid Service, including, without limitation, Event Content and Customer Personal Data (as defined in the DPA).

8. "Event Content" means any information which Customer makes available to End Users in connection with an Event or Event Item, including without limitation, Event Item names and descriptions, bid prices, bid increments, descriptive claims, warranties, guarantees, business nature, business address, and hypertext links to third-party websites or other third-party content.

9. "Event Item" means any product or service which Customer makes available for purchase through the Handbid Platform.

10. "Event" means a Fundraiser or Auction or Campaign, as applicable.

11. "End User" means an individual that visits an Event, including any guest, donor, or bidder.

12. "Fundraiser" means a peer-to-peer fundraising campaign, online campaign, or non-auction event hosted by Customer on the Handbid Platform.

13. "Handbid IP" means the Handbid Platform and Handbid Service; any software utilized to perform the Handbid Service; Usage Data; the Knowledge Base; the data, information, text, images, designs, sound, music, marks, logos, compilations and other content on or made available through the Handbid Service, excluding Customer Data; all improvements and derivative works made by any person or entity based on any of the foregoing, and all Intellectual Property Rights in or associated with the foregoing.

14. "Handbid Platform" means Handbid's hosted platform, including its associated mobile app(s), through which customers can configure and manage Events, and through which individuals can bid on Event Items, donate, or purchase Event Items.

15. "Handbid Service" means the services within the software package chosen by Customer, as described in an Order, including access to the Handbid Platform, the Support Services, Knowledge Base, and any applicable Professional Services.

16. "Integrated Payment System" means the payment processing functionality made available through the Handbid Platform, which enables Customers to process payments for Events, Event Items, and donations, as further described in the IPS Policy.

17. "Intellectual Property Rights" means patents, trademarks, copyrights, trade secrets, mask works, and other intellectual property or proprietary rights.

18. "Knowledge Base" means the Handbid Knowledge Base available at service.handbid.com, including all articles, documentation, training materials, and other resources found thereunder.

19. "Laws" means all applicable statutes, regulations, rules, ordinances, and other legal requirements of any governmental authority with jurisdiction over the Parties, the subject matter of this Agreement, or the activities contemplated herein.

20. "Order" means an ordering document, signup page, or user interface which is made available by Handbid which specifies the Services and components of the Handbid Platform to be provided under this Agreement, which is accepted by Handbid and Customer.

21. "Professional Services" means those implementation, configuration, training, or other professional services described in a Statement of Work (if any).

22. "Statement of Work" has the meaning set forth in Section 2.6.

23. "Subscription Term" has the meaning set forth in Section 2.2.

24. "Usage Data" means any content, data, or information that is collected or produced by the Handbid Platform in connection with the Handbid Service, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Handbid Service.

2. SERVICES

1. Handbid Obligations. Subject to Customer's compliance with all payment obligations hereunder, Handbid shall make the Handbid Service available to Customer in accordance with this Agreement. Handbid will set up an administrative account through which Customer may access the Handbid Service and shall provide the credentials necessary to access such accounts.

2. Access to the Handbid Platform. Subject to the terms and conditions of this Agreement, and solely during the subscription term set forth in the applicable Order ("Subscription Term"), Handbid grants to Customer and its Affiliates a worldwide, non-exclusive, non-sublicensable, non-transferable, non-assignable (except as set out in Section 12.1 below), limited right to access and use the Handbid Platform in order to access the Handbid Service for Customer's internal business purposes of running an Event. Customer's access to the Handbid Platform shall be subject to any usage limitations (e.g., number of Events, Event Items, SMS text messages, or Authorized Users) which are set forth in the Order ("Usage Limitations"). If Customer reaches any Usage Limitation, Handbid may disable Customer's access to the Handbid Service until Customer pays the applicable Usage Fees (as defined in Section 5.2) for an upgraded package as necessary to accommodate such excess usage.

3. Authorized Users. Under the rights granted to Customer under this Agreement, Customer may permit its and its Affiliates' independent contractors and employees to become Authorized Users in order to access and use the Handbid Platform in accordance with this Agreement; provided that Customer will be liable for the acts and omissions of all Affiliates and its and their Authorized Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall not and shall not permit any Authorized User to use the Handbid Platform except as expressly permitted under this Agreement.

4. Acceptable Use. Customer and its Authorized Users shall at all times comply with Handbid's Acceptable Use Policy, available at handbid.com/aup, as may be updated from time to time (the "AUP"). EACH AUTHORIZED USER SHOULD CAREFULLY READ THE AUP. BY USING THE SERVICES, THE CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THE AUP AND ANY MODIFICATIONS THERETO. HANDBID RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT FOR ANY VIOLATION OF THE AUP OR THIS AGREEMENT.

5. End User Access. Customer may provide access to the Handbid Platform to End Users in connection with one or more Events. As between the parties, Customer is solely responsible and liable for all fraudulent or unauthorized purchases, bids, or uses of buyer accounts. Access to the Handbid Platform through mobile apps found on the Apple iTunes App Store and Google Play Store (the "Apps") is governed by the End User License Agreement available at handbid.com/user-terms, as may be modified from time to time (the "EULA"). Customer acknowledges and agrees that by accessing the Handbid Platform through an App, Customer, its End Users, and its Authorized Users are also subject to the EULA; provided, however, that in the event of a conflict between the EULA and this Agreement, this Agreement shall control. CUSTOMER SHOULD CAREFULLY READ THE EULA. HANDBID RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT FOR ANY VIOLATION OF THE EULA OR THIS AGREEMENT.

6. Professional Services.

   a. Handbid shall provide the Professional Services described in a statement of work signed by authorized representatives of each party ("Statement of Work"), if applicable. The parties may execute Statements of Work from time to time, each of which shall be governed by, incorporated into, this Agreement by reference upon execution by both parties. In the event of a conflict between the terms set forth in this Agreement and a Statement of Work, the terms set forth in the Statement of Work will control. The parties may modify a Statement of Work only upon mutual written agreement.

   b. Customer acknowledges that Handbid's ability to perform the Professional Services depends on Customer's timely cooperation. Customer shall provide timely access to Customer systems and environments (if applicable), relevant data and materials, and reasonably requested personnel, and shall provide feedback, approvals, and decisions without undue delay. Handbid shall not be liable for any delay, nonperformance, or increased effort to the extent resulting from Customer's failure to cooperate, acts or omissions of Customer or its contractors, or Customer-requested changes.

   c. Unless expressly stated as a fixed fee in the applicable Statement of Work, any project fees, hours, or timelines are estimates and are subject to adjustment based on actual scope and effort. Customer shall reimburse Handbid for all reasonable out-of-pocket expenses incurred in connection with the Professional Services, including reasonable travel and lodging expenses, provided that Handbid obtains Customer's written approval for any single expense (or category of expenses) above the threshold specified in the applicable Statement of Work (or, if not specified, above $500).

   d. If Customer requests a change to the scope, deliverables, assumptions, or schedule, the parties will execute a change order before Handbid is obligated to proceed with the change, and Handbid may suspend performance until the change order is executed and any required additional fees are paid.

7. Knowledge Base. Handbid shall provide Customer with access to the Knowledge Base during the Subscription Term. Handbid does not guarantee the availability or accessibility of the Knowledge Base at any particular time, or from any particular location or device. Moreover, while Handbid will use commercially reasonable efforts to keep the Knowledge Base up to date, Handbid cannot guarantee the accuracy or completeness of the Knowledge Base. Notwithstanding any information contained within the Knowledge Base, Customer is responsible for ensuring that it has sufficient technical knowledge regarding Wi-Fi networks, image manipulation, web browsers, Internet languages, merchant processing account setup, protocols, and software.

8. Support Services. Handbid shall provide Customer with support services as described in the applicable Order and in accordance with Handbid's then-current Support Policy (the "Support Services"). The Support Policy is available at handbid.com/support-policy and may be updated by Handbid from time to time.

9. AI Features. The Handbid Service may include AI Features. Any use of AI Features is subject to Handbid's AI Policy, available at handbid.com/ai-policy.

3. Customer Obligations and Restrictions

1. Platform Restrictions. Customer shall not and shall not permit any third party to: (a) reproduce, display, download, modify, create derivative works of or distribute the Handbid Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Handbid Platform or any component thereof; (b) use the Handbid Platform, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Customer or Customer Affiliates; (c) use the Handbid Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (d) exceed the Usage Limitations; (e) use the Handbid Platform to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (f) use the Handbid Platform in any way which violates the AUP or EULA; or (g) otherwise use the Handbid Platform in any manner not authorized under this Agreement.

2. Network Connections. Customer, Authorized Users, and End Users are each responsible for, at their own expense, acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, third-party software, including, but not limited to, access to a compatible mobile device, and other equipment as may be necessary for its Authorized Users to connect to and access the Handbid Platform (collectively, "Customer Devices"). Handbid is not responsible for any errors, delays, or other issues caused by Customer Devices. Customer agrees to provide, or to make arrangements to provide, adequate bandwidth necessary for Handbid to provide the Handbid Service.

3. Permits and Licenses. Customer is responsible for obtaining all necessary registrations, licenses, permits and other authorizations required by government authorities for Customer to operate Events and sell or facilitate the sale of Event Items using the Handbid Platform and for Handbid to perform the Handbid Service hereunder. Handbid will provide reasonable assistance to Customer in obtaining such authorizations. Customer acknowledges and agrees that Handbid may, but is not obligated to, monitor Customer's usage of the Handbid Platform to verify that Customer has met its obligations hereunder.

4. Events.

   a. Event Items. Customer shall not use the Handbid Platform to sell or facilitate the sale of: (i) illegal goods, services, or activities of any kind; (ii) counterfeit items or unauthorized reproductions; (iii) hazardous materials or regulated substances; (iv) stolen property or items that infringe upon intellectual property rights; (v) adult content, weapons, or controlled substances; (vi) any items involving fraudulent listings or misrepresentations; or (v) any items otherwise prohibited by the AUP or the Payment Processor (as defined in the IPS Policy).

   b. Event Content. Customer (and not Handbid) is responsible for the following actions, including all costs and expenses associated therewith: (i) ensuring the completeness, authenticity, legality, and accuracy of all Event Content, including Event Item names, descriptions, bid prices, bid increments and other item configuration settings; (ii) uploading Event Content to the Handbid Platform in the size and format designated by Handbid; and (iii) obtaining all necessary authorizations and consents necessary for Handbid to process the Event Content or other Customer Data. If the Event Content does not meet the specifications posted on the Handbid Platform, Handbid may reject the Event Content or offer to modify it at an additional charge. Handbid will promptly notify the Customer of any material rejection or modification costs and provide an opportunity to either modify the Event Content or accept the additional charges.

   c. Event Logistics. Customer (and not Handbid) is responsible for the setup, operation, production, and management of the Event, including, without limitation the following actions, including all costs and expenses associated therewith: (i) collection, assembly, organization, and packaging of all Event Items; (ii) learning the Handbid system by reading and reviewing articles and training materials in the Handbid Knowledge Base and contacting Handbid support; (iii) evaluating the cellular and WI-FI network connectivity at the Event venue including configuration of all Customer Devices that need to connect to the network; (iv) setup & organization of the Event area, including labeling of all items on display; (v) acquisition and training of staff to set up, organize, and run the Event including registration, guest support, bidding, and checkout/payment; (vi) registration setup and management, including configuration of guest lists, table/placement assignments, processes and procedures and execution; (vii) checkout processes and procedures, including organization of the checkout area, means to collect and manage offline payments (cash, check), and any additional receipts outside of what Handbid generates automatically for winning bidders; (viii) arranging for delivery or pick-up of all items sold at their Events using the Handbid Service; and (ix) procuring all equipment required by staff and volunteers to manage registration, bidding, guest support, and checkout and payment.

   d. Payment Processing. Use of the Integrated Payment System is optional. However, if Customer enables it through the Handbid Platform, all terms in the IPS Policy shall apply.

5. Handbid Remedies. Handbid has the right, but not the obligation, to monitor any activity and content associated with the Handbid Service. Handbid may, but shall not be obligated to, investigate any reported violation of this Agreement or any of its policies and guidelines or complaints and take any action that it deems appropriate. Without limiting any other remedy available to Handbid under this Agreement or applicable law, Handbid reserves the right to terminate any Event or sale of any Event Item in the event Customer or any Authorized User violates this Section 3, or if Handbid has reason to believe that any Event Item or Event Content is not authentic or accurate, or where the authenticity substantially differs from the listing. Handbid will have no liability to the Customer or other person entity (including any bidder) in connection with any Event terminated by Handbid.

4. DONATION TERMS

1. Charitable Donations. If Customer is a registered charity in the US under IRS section 501(c)(3) or can prove to Handbid their registered charity status in their respective country outside of the United States, then Customer may be authorized by Handbid to create direct donation items in Handbid auctions, events or fundraisers. These items include (but are not limited to) Appeals, Puzzles and Peer-to-Peer fundraising pages. Handbid may verify a Customer's charitable status based upon a third-party verification service and reserves the right to authorize or deny Customer's ability to solicit and accept donations through the Handbid system. Customer's authorization to accept charitable donations through the Handbid Platform shall be at the sole discretion of Handbid, and such authorization may be revoked at any time without notice for any reason.

2. Agency Use. If Customer is either (a) purchasing access to the Handbid Service for the benefit of a third-party 501(c)(3) organization (or equivalent charity status in a particular country), or (b) using the Handbid Service for the benefit of a third-party 501(c)(3) organization (or equivalent charity status in a particular country) (in either case, a "Beneficiary") then Customer represents and warrants to Handbid that: (i) Customer is acting as an agent for the Beneficiary and has the power and authority to take the actions in either (a) or (b) as the case may be, including, without limitation using the Beneficiary's EIN; (ii) Customer has notified the Beneficiary that Customer is entering this Agreement for the benefit of that Beneficiary; and (iii) all money raised by Customer using the Handbid Service shall be for the benefit of and delivered to the Beneficiary. Without limiting any other obligations in this Agreement, Customer will comply with all applicable Laws regarding charitable solicitations, including disclosure requirements, fund remittance timelines, donation handling restrictions, and any state-specific fundraising rules. Customer is responsible for ensuring the Beneficiary complies with this Agreement and all applicable Laws and will be liable for any breach by the Beneficiary.

5. PAYMENT TERMS

1. Payment Methods. To use the Handbid Service, Customer must provide one or more payment methods. Customer authorizes Handbid to charge any payment method associated with Customer's account if Customer's primary payment method is declined, expired, or otherwise unavailable. Customer remains responsible for any uncollected Fees.

2. Fees. Customer shall pay the applicable fees for Customer's access to the Handbid Service (the "Fees"), including without limitation recurring fees for the Handbid Platform ("Subscription Fees"), any usage-based fees, including fees for text messaging, premium streaming, chatting, or other itemized amounts identified in the Order ("Usage Fees"), any Transaction Fees or Conversion Fees (as defined in the IPS Policy), any Convenience Termination Charge, and any fees for Professional Services, as each of the foregoing is described in an applicable Order, as applicable. All Fees are fully earned upon payment and are non-refundable and non-cancelable unless specified otherwise herein. The length of Customer's billing cycle will depend on the type of subscription that the Customer selects when registering for the Handbid Service.

3. Taxes. Customer will make all payments under this Agreement free and clear of, and without any, tax deduction (such as withholding tax). The Fees provided on an Order do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, excise, sales, use, or withholding taxes, export fees, import fees, customs duties, and similar charges, if applicable, assessable by any jurisdiction whatsoever, except for employment taxes and other taxes based on Handbid's net income and property (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order. If Handbid has the legal obligation to pay or collect Taxes for which Customer is responsible, Handbid will invoice Customer for taxes owed and Customer will pay that amount in addition to the Fees owed, unless Customer provides Handbid with a valid tax exemption certificate authorized by the appropriate taxing authority. Handbid is solely responsible for taxes assessable against Handbid based on its income, property, and employees.

4. Invoiced Fees. To the extent the parties have agreed that Handbid will invoice Customer for the applicable Fees, Customer will pay all Fees and expenses within thirty (30) days following Customer's receipt of the applicable invoice for such Handbid Service. Invoice schedules will be described in the applicable Order. If Customer disagrees with any Fees set forth in an invoice, it shall notify Handbid of the dispute within 30 days after receipt of such invoice. The Parties shall use commercially reasonable efforts to resolve such dispute. Should Customer fail to pay any undisputed invoice that is past due by 30 days or more, Handbid may issue a past due notice to Customer indicating Handbid's intent to revoke or suspend the Handbid Service, and if Customer has not paid such undisputed invoice within 10 days after receipt from Handbid of such past due notice, Handbid may revoke or suspend the Handbid Service.

5. Non-Payment and Late Fees. All fees are due on the date specified on the applicable Order. Handbid reserves the right to charge a late payment fee, which will be listed on the applicable Order. Unless specified otherwise on the applicable Order, the following non-payment terms apply: (a) Handbid may suspend the Customer's account and access to the Handbid Service if any payments are over 45 days past due, and (b) Handbid reserves the right to cover unpaid invoices using funds collected from Events executed by Customer using the Handbid Service. If Handbid covers overdue amounts with funds collected from Events, Handbid may charge an additional service charge equal to the lesser of (a) 20% of the balance due or (b) the maximum amount permissible by applicable law.

6. Expenses. In addition to any and all Fees, Customer will reimburse Handbid for pre-approved expenses for travel, lodging, communications, shipping charges and out-of-pocket expenses incurred by Handbid in connection with providing any Professional Services detailed in the applicable Order ("Expenses"). Handbid will provide reasonable documentation for all Expenses upon request and will invoice Customer for travel expenses as incurred.

6. TERM AND TERMINATION

1. Term. The Agreement commences on the Effective Date and continues until termination or expiration of all Orders ("Term"). The Subscription Term for the Handbid Service shall begin on the date set forth in the first Order and continue for one year unless another term length is specified in the Order. The Subscription Term will automatically renew for additional terms of the same length unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current Subscription Term.

2. Termination for Cause. Either party shall be permitted to terminate this Agreement or an Order upon written notice to the other party if (a) the other party breaches this Agreement and fails to cure such breach within thirty (30) days following written notice by the non-breaching party; (b) the other party makes a general assignment of a substantial portion of its assets for the benefit of its creditors; or (c) a bona fide bankruptcy, liquidation, receivership, or similar proceeding is instituted by or against the other party and such proceeding is not dismissed within one-hundred-twenty (120) days after the institution thereof.

3. Termination for Convenience. Customer may, upon at least 90 days' prior written notice, terminate this Agreement for its convenience, subject to Customer's payment of (a) all costs, expenses, and fees that accrued prior to the termination date, plus (b) an early termination fee ("Termination Fee") which is equal to the total unpaid Subscription Fees due for the remainder of the Subscription Term (excluding any renewals) unless another Termination Fee is specified in the Order.

4. Effect of Termination. Upon any termination or expiration of this Agreement and all Orders, the parties shall have no further rights, duties or obligations hereunder, other than those accruing prior to the effective date of termination and those set forth in Sections 6.4, 8, 9, 10.4, 11, 12 and 13, which shall survive any termination of this Agreement. In addition, Customer understands that upon such termination, (a) all rights granted to Customer under this Agreement, will immediately cease; (b) all amounts owed to Handbid under the Agreement, including any Convenience Termination Charge, will become immediately due and payable; and (c) Customer Data (including, without limitation, account information) will be erased, except that Handbid may, in its discretion, retain such Customer Data in Handbid's archived backup files, provided that any such Customer Data will remain subject to the confidentiality obligations set forth herein. Customer understands that recovery Customer Data may require a reinstatement or data recovery fee at Handbid's then-current rates.

7. INTELLECTUAL PROPERTY

1. Trademarks. Customer grants Handbid a limited right to use the Customer's name, logo, and trademarks for the purpose of fulfilling Handbid's duties under this Agreement. The rights granted do not include the right to sublicense the Customer's trademarks or to use them with any products or services outside the scope of the Handbid Service provided under this Agreement, except that Handbid may use Customer's name and logo in Handbid marketing materials. No right or license is granted hereunder to Customer under any Handbid trademarks, service marks, trade names or logos. Customer shall not remove any Handbid trademark, service mark, trade names or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Handbid Service.

2. Handbid IP. Customer acknowledges and agrees that, as between Handbid and Customer, all right, title, and interest in and to the Handbid IP are and shall remain owned by Handbid or its licensors. This Agreement in no way conveys any right, title, or interest in the Handbid IP other than a limited right to use the Handbid Service in accordance with this Agreement.

3. Customer Data. As between Customer and Handbid, Customer owns all Customer Data. Customer hereby grants to Handbid a non-exclusive, non-transferable (subject to Section 12.1) right and license to use the Customer Data (a) in connection with Handbid's performance of the Handbid Service for Customer; (b) for fulfilling Handbid's other obligations under this Agreement; (c) internally in connection with improving and developing Handbid's products and services; and (d) for exercising its rights under this Agreement. Customer reserves any and all right, title and interest in and to the Customer Data other than the rights and licenses expressly granted to Handbid in this Section 7.3.

4. Professional Service Deliverables. Professional Services consist of configuration, implementation, and enablement services for the Handbid platform and do not create any "work made for hire" or assignment of intellectual property to Customer unless expressly stated in a Statement of Work. Deliverables resulting from Professional Services are deemed part of the Handbid Platform except as stated in this Section 7.4 or the applicable Statement of Work. As between the parties, Handbid owns and retains all right, title, and interest in and to the Handbid Platform and all Handbid IP. Customer owns Event Content and Customer Data and any data, reports, or other results derived solely from Event Content or Customer Data. Any Customer-owned intellectual property to be incorporated into a deliverable must be specifically identified in the Statement of Work. To the extent Customer receives access to any Professional Services deliverables, Handbid grants Customer a limited, non-exclusive, non-transferable license to use those deliverables solely for Customer's internal use of the Handbid Services during the term, subject to the applicable Statement of Work and this Agreement.

5. Reserved Rights. All rights not expressly granted to Customer are reserved by Handbid and its licensors. There are no implied rights.

6. Copyright Policy. Handbid respects the intellectual property rights of third parties. Any claims of copyright infringement relating to the Handbid Platform or Customer Data shall be governed by Handbid's Copyright Infringement Policy, available at handbid.com/copyright-infringement-policy, as may be updated from time to time (the "Copyright Policy").

8. CONFIDENTIALITY

1. Definitions. "Confidential Information" means information that is disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") hereunder during the Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, including without limitation information (tangible or intangible) regarding a party's technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. Receiving Party shall not have any obligations of confidentiality for any information that: (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, Receiving Party; (b) is rightfully in Receiving Party's possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) is rightfully obtained by Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both parties; (ii) Handbid IP shall be deemed Confidential Information of Handbid, regardless of whether or not they are labeled or identified or would reasonably be considered confidential; and (iii) Customer Data shall be deemed Confidential Information of Customer.

2. General Obligations. Receiving Party shall, during the Term and thereafter, (a) not disclose Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 8; and (d) protect all Confidential Information from unauthorized use, access or disclosure in the same manner as Receiving Party protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the foregoing, this paragraph shall not prohibit: (i) Receiving Party from disclosing Confidential Information to the extent required by applicable law, rule or regulation (including a court order or other government order); provided that Receiving Party provides Disclosing Party prior written notice of such disclosure, to the extent permitted, and reasonably cooperates with efforts of Disclosing Party to seek confidential treatment thereof, to the extent such cooperation is requested by Disclosing Party; or (ii) a party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirers; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 8 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such party, as applicable).

3. Return or Destruction. Except as otherwise expressly provided in this Agreement, Receiving Party will return to Disclosing Party, or destroy or erase, Confidential Information in its possession in tangible form, upon the termination of this Agreement; provided that: (a) Receiving Party may retain a copy of Confidential Information solely for the purposes of tracking Receiving Party's rights and obligations hereunder with respect thereto; (b) Receiving Party may retain copies of Confidential Information solely to the extent required by law or by applicable professional standards which require such party to retain copies of its working papers; and (c) Receiving Party may retain Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination.

9. DATA PROTECTION

The Parties acknowledge that with respect to Customer Personal Data Processed by Handbid on Customer's behalf in connection with the Handbid Service, Handbid shall Process such data in accordance with the Data Processing Addendum ("DPA") available at handbid.com/dpa, which is incorporated into this Agreement by reference. The DPA establishes the Parties' respective obligations under applicable Data Protection Laws. In the event of any conflict between the DPA and this Agreement, the DPA shall govern with respect to the Processing of Customer Personal Data.

10. WARRANTIES

1. Mutual Warranties. Each party represents, warrants and covenants to the other party that: (a) such party will comply with all Laws applicable to such party in connection with such party's performance under this Agreement; and (b) such party has the legal right and ability to enter into this Agreement.

2. Handbid Warranties. Handbid warrants that the Handbid Service will conform in all material respects with the terms of this Agreement and will be provided in a good and workman-like manner consistent with standard practices in the remote auction facilitation business. As Handbid's sole obligation and Customer's sole and exclusive remedy for a breach of the warranty in this Section 9.2, Handbid shall refund to Customer any fees paid for the non-conforming component of the Handbid Service.

3. Customer Warranties. Customer warrants that: (a) Customer will use the Handbid Service lawfully and follow applicable guidelines; (b) Customer is financially responsible for its account usage; (c) Customer has obtained necessary rights, licenses, and authorizations for Customer Data, including Event Content; (d) all Event Content is complete and accurate; (e) Customer Data does not and will not infringe on any third party's rights (including intellectual property rights and publicity rights), be defamatory, or violate any applicable law, regulation, or ordinance; (f) Customer's access to the Handbid Service will comply with this Agreement and all policies referenced herein at all times; and (g) Customer will not cause Handbid to violate any Laws applicable to Handbid.

4. DISCLAIMERS. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTY SPECIFIED IN THE PREVIOUS SECTION, ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY HANDBID UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT HANDBID EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF INFORMATION PASSING THROUGH HANDBID'S COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. HANDBID DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTY AGAINST PERFORMANCE FAILURES, INCLUDING ANY FAILURES DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HANDBID DISCLAIMS, AND THE CUSTOMER WAIVES ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES ARISING BY LAW OR OTHERWISE REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITIONS OF QUALITY, AND ANY WARRANTIES RELATED TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK INFRINGEMENT.

5. Integrations. The Handbid Platform is designed to integrate with optional services and tools made available by third party service providers ("Integrations"), but Customer acknowledges that Handbid (i) may not have control over how the Handbid Platform integrates with such Integrations, and (ii) does not control the operation of those Integrations. Any acquisition by Customer of any Integration is solely between Customer and the applicable Integration provider and Handbid does not warrant, support, or assume any liability or other obligation with respect to such Integrations. Accordingly, if applicable, Customer acknowledges and agrees that (a) Handbid is not responsible for the performance of such Integrations, including, without limitation, their use or treatment of Customer Data therein; (b) Handbid is not responsible or liable for any content or other materials generated by such Integrations; (c) Handbid is not responsible for any technical inability to access Customer Data in such Integrations; (d) Handbid is not responsible for Customer Data once it leaves the Handbid Platform; (e) Handbid will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Integrations; and (f) Customer is solely responsible for paying any service or subscription fees associated with its use of any Integration.

   a. Third-Party Links. Handbid's website contains links to third-party websites. These links are provided solely as a convenience to the Customer and not as an endorsement of content on such third-party websites. Handbid is not responsible for the content of linked third-party sites and makes no representations about the content or accuracy of materials on these websites. If the Customer accesses any third-party websites through the Handbid Service, they do so at their own risk.

   b. Customer and Third-Party Acts. Handbid is not responsible in any manner for any nonconformity in the Handbid Service to the extent caused by the Customer or by its employees, agents, Affiliates or representatives, including without limitation the Customer's use of any equipment or applications not specifically recommended for accessing or interfacing with any aspect of the Handbid Service.

   c. Transactions between Customer and End Users. Handbid acts solely as a platform provider and is not involved in transactions between sellers and buyers. Handbid does not resolve disputes between participants, nor does it guarantee: (a) the quality, safety, or legality of Event Items; (b) accuracy of Event Content; (c) any seller's authority to sell Event Items; (d) End Users' ability to pay; or (e) transaction completion. Customer shall not make any warranties or representations on Handbid's behalf, and Handbid shall not be responsible for any dispute arising from any such statement. While Handbid may investigate complaints about Event Items, Handbid is not obligated to do so. Customer agrees to cooperate with any such investigation. HANDBID AND ITS AFFILIATES ARE HEREBY RELEASED FROM ALL CLAIMS AND DAMAGES ARISING FROM DISPUTES BETWEEN CUSTOMER AND THIRD PARTIES, INCLUDING END USERS.

6. NOTICE TO CALIFORNIA RESIDENTS. IF CUSTOMER IS A CALIFORNIA BUSINESS OR IF THE DISPUTE IS BETWEEN CUSTOMER AND A CALIFORNIA RESIDENT, CUSTOMER WAIVES CALIFORNIA CIVIL CODE 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR CUSTOMER, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS CUSTOMER MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY HANDBID.

11. INDEMNIFICATION

1. Claims Against Handbid. Customer shall defend, any claim, suit or action against Handbid, its Affiliates, and its and their directors, officers, shareholders, employees, representatives, and agents brought by a third party to the extent that such claim, suit or action is based upon (a) any Customer Data, Event, or Event Item; (b) Customer or its Authorized Users' breach of Section 3 of this Agreement; (c) Customer's or its Authorized Users' gross negligence or willful misconduct; (d) Customer's breach of any representation or warranty hereunder; (e) any actual or attempted purchase, bid, or other transaction or interaction between Customer and any third party, including, without limitation, End Users; (f) any fraudulent or unauthorized use of a buyer's PIN; or (g) any dispute between Customer and a third party, including any End User (each, a "Handbid Claim") and Customer shall indemnify and hold Handbid harmless, from and against damages, losses, liabilities and expenses (including reasonable attorneys' fees and other legal expenses) ("Losses") that are attributable to each such Handbid Claim and any costs and damages agreed to in a settlement of such Handbid Claim.

2. Claims Against Customer. Handbid will defend, indemnify, and hold harmless Customer and its directors, officers, shareholders, employees, representatives, and agents (collectively, the "Customer Indemnified Parties") from and against any and all Losses to the extent based upon or arising from a third-party claim alleging that the Handbid Platform infringes or violates any patent, copyright, or trademark right of a third party or misappropriates any trade secret of any third party (a "Customer Claim"). Handbid will pay all Losses incurred by and damages against the Customer Indemnified Parties but will not be responsible for any compromise or settlement made without its express prior written consent. Handbid's obligations under this Section 11.2 are specifically exclusive of any such claims to the extent they arise or result, directly or indirectly, from Customer's (a) unauthorized alteration of the Handbid Service; (b) use of the Handbid Platform in combination with apparatus, hardware, software, or services not provided or authorized by Handbid; (c) any use of the Handbid Service by Customer that violates any law or regulation of any governmental authority or self-regulatory agency or authority applicable to Customer; or (d) use of the Handbid Platform in a manner that violates Section 3 of this Agreement. In order to resolve any such Customer Claim, Handbid may, but is not obligated to, (i) modify or replace the infringing part of the Handbid Platform to make it non-infringing; (ii) procure any rights from a third party necessary to provide the Handbid Platform; or (iii) replace the Handbid Platform with an alternative that is materially equal in capabilities, capacity, performance, and ease of use but is non-infringing. If none of the foregoing remedies is available to Handbid on commercially reasonable terms, Handbid may terminate this Agreement and Handbid will refund to Customer a prorated portion of any prepaid Fees allocable to the period after such termination. THIS SECTION 10.2 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND HANDBID'S SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

3. Procedures. A party seeking indemnification under this Section 10 will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim; and (c) provide to the other party all available information and assistance.

12. LIMITATION OF LIABILITY

1. Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, HANDBID'S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO HANDBID DURING THE PREVIOUS 6 MONTHS OF THE THEN-CURRENT TERM.

2. Disclaimer of Indirect Damages. IN NO EVENT SHALL HANDBID BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF DATA, LOST PROFITS OR REVENUE, DIMINUTION OF VALUE, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICE ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, HOWEVER CAUSED, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF HANDBID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3. Exclusions and Limitations. CUSTOMER AGREES THAT THIS LIMITATION ON DAMAGES IN THIS PARAGRAPH IS INCLUDED AS A MATERIAL INDUCEMENT TO HANDBID TO ENTER INTO THIS AGREEMENT AND THAT THE PRICING AND OTHER TERMS MADE AVAILABLE TO CUSTOMER WOULD NOT HAVE BEEN AVAILABLE IF THIS PARAGRAPH WERE NOT INCLUDED IN THE AGREEMENT. NO CLAIM, REGARDLESS OF FORM, WHICH IN ANY WAY ARISES OUT OF THIS AGREEMENT OR THE PARTIES' PERFORMANCE HEREUNDER, MAY BE MADE, NOR MAY ANY ACTION BASED UPON SUCH A CLAIM BE BROUGHT, BY EITHER PARTY MORE THAN ONE (1) YEAR FOLLOWING THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

13. General

1. Assignment. This Agreement and any rights or obligations hereunder may not be assigned, sublicensed or otherwise transferred by either party without the prior written consent of the other party (not to be unreasonably withheld or delayed), except that either party may assign or transfer this Agreement without the other party's consent (a) to any of its Affiliates, or (b) upon a change of control of a party, a sale of all or substantially all assets of that party, or by operation of law. This Agreement shall inure to the parties' successors and permitted assigns. Any purported assignment in violation of this section shall be void.

2. Statutory Exceptions for Public Institutions. If the Customer is a qualified public educational or government institution and any part of this Agreement, such as, by way of example, all or part of Section 10.1 (Claims Against Handbid), is invalid or unenforceable against Customer because of applicable state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law. If Colorado law is precluded, this Agreement shall be construed under the laws of the state in which Customer's public educational or government institution is located.

3. Choice of Law; Venue. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF COLORADO AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE. Each of Handbid and the Customer (a) hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Colorado, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

4. Notices. All notices and other communications required or permitted hereunder shall be in writing and, unless otherwise provided in this Agreement, shall be deemed to have been duly given when delivered in person or by mail (or when dispatched by telegram or electronic facsimile transfer confirmed in writing by mail simultaneously dispatched) to the addressee at the address specified below:

If to Handbid: Handbid Inc., 9200 E. Mineral Ave, Suite 350, Centennial, CO 80112

If to the Customer: Address and Contact information to be specified in the applicable Order

5. Force Majeure. Handbid will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any cause which is beyond Handbid's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, telecommunications or IT failures or delays, third party service providers, computer failures involving hardware or software not within Handbid's possession or reasonable control and acts of vandalism (including network intrusions and denial of service attacks) ("Force Majeure Events"), but only if such unavailability results notwithstanding the exercise of reasonable care and diligence to avoid or mitigate the same in anticipation of or in response to such causes. Epidemics of disease are not a Force Majeure Event unless a government order precludes performance of an Event on a particular date. In the case of a Force Majeure Event, the Customer's sole remedy will be either, at Customer's election, to: (1) conduct a virtual Event within the Term; or (2) reschedule the unused Event for later in the Subscription Term (which may require Customer to first renew the Subscription Term). Customer will only be authorized to run one extra Event during the Subscription Term for each Event not run due to a Force Majeure Event. Regardless, under no circumstances will any fees or payments be refunded in any term for the purchase or renewal of Handbid Service due to a Force Majeure Event.

6. Entire Agreement. This Agreement, together with any other terms or policies referenced herein, contains the entire agreement between the parties relating to the subject matter of this Agreement and all prior proposals, discussions and writings by and between the parties relating to the subject matter of this Agreement are superseded by this writing.

7. Modifications to these Terms. In its sole discretion, Handbid may from time-to-time revise this Agreement by updating this page. Any material modifications shall take effect upon the next renewal of your subscription to the Handbid Service. Customer's renewal of its subscription to the Handbid Service shall constitute Customer's agreement to such modifications to this Agreement.

8. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all of which together shall constitute one and the same instrument.

9. Waiver. No waiver by either party of any provision of this Agreement is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

10. Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court or tribunal of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.

11. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

12. No Third-Party Beneficiaries. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

13. Headings. The section headings of this Agreement are only for the purpose of reference and shall not affect the meaning hereof.