BlackHyve Software Agreement

By accepting this agreement, through execution of a sales order form referencing this agreement or through other means, You agree to the terms of this agreement and to the terms of our Data Processing Addendum. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these terms and conditions, in which case the terms "You" and "Your" or "Customer" in this agreement refer to that entity and its affiliates. If you do not have that authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use our products or services.

The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. Our direct competitors are prohibited from accessing the Services, except with Our prior written consent.

This Agreement was last updated on February 5, 2025. It is effective between You and Us as of the date You accept it (the "Effective Date").

You are contracting with BlackHyve Inc. ("BlackHyve" or "We" or "Us"), a Montana corporation with its principal place of business at 18 East Main Street, Bozeman, MT 59715, and the legal entity accepting this Agreement ("Customer" or "you").

Whereas, BlackHyve desires to grant a limited, non-exclusive, non-sublicensable license to its proprietary software and related intellectual property;

Whereas, Customer desires to license and use the BlackHyve software, and to permit its Affiliates to use the BlackHyve software, solely to support Customer's and its Affiliates' internal business operations, and BlackHyve desires to grant such license for good and valuable consideration;

Whereas, BlackHyve and Customer may collaborate from time to time regarding feedback or suggestions relating to the BlackHyve software;

Now, Therefore, Customer and BlackHyve agree as follows:

Definitions

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or other equity interests of such entity, or the power to direct the management and policies of such entity.

Customer or You means the legal entity that accepts this Agreement and, where applicable, its Affiliates and their respective authorized employees, contractors, and agents who are permitted to access or use the Software solely for internal business purposes in accordance with this Agreement.

Agreement means this Master Subscription Agreement and any exhibits, schedules, and addenda hereto.

Intellectual Property shall mean the BlackHyve software products including all versions, patents, trademarks, trade secrets, copyrights, and confidential information included in such software products and supporting documentation, all instructions and user manual(s) associated with BlackHyve software products, and all other processes, products, or documents as designated by BlackHyve.

Sales Order Form means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

Relationship between BlackHyve and Customer

Customer will operate independently from BlackHyve as a Customer using one or more versions of BlackHyve software products and Intellectual Property to support Customer business operations. Customer shall be granted time limited, non-exclusive, non-sublicensable license to one or more versions of BlackHyve software products and Intellectual Property to be used solely to support Customer business operations.

Customer shall not have the power, authority, or any right to enter into any agreement on behalf of BlackHyve.

Customer may provide feedback and suggestions to BlackHyve to improve BlackHyve software products and Intellectual Property, wherein all such feedback shall be the Intellectual Property of BlackHyve.

Agreement of Customer

Intellectual Property and Software Use. Customer may use software for the sole purpose of supporting Customer business operations.

Version Limited Liability. BlackHyve and Customer will work together in good faith to support Customer business operations through use of BlackHyve software products during the term of this Agreement. Customer shall be solely responsible for all costs associated with use. BlackHyve, at its sole discretion, shall provide one or more versions of BlackHyve software products to Customer. Customer acknowledges and agrees BlackHyve shall provide best efforts to enhance and correct errors in BlackHyve software within the software development and maintenance processes used by BlackHyve.

Ownership and Independent Development

BlackHyve Ownership. BlackHyve shall retain all ownership rights in all software products and Intellectual Property as well as any other information or materials provided to Customer.

Customer Ownership. Customer shall have no ownership claims or rights in any software product in any form of such product(s), Intellectual Property, and processes provided by BlackHyve, or in any of the opportunities for improvement identified by either party. However, Customer shall own all Customer created or Customer supplied data that relates specifically to Customer or Customer's customers, employees, associates, or representatives.

Independent Development. Customer will not, either directly or indirectly, share access with or sell or license BlackHyve software products or Intellectual Property to any third parties, nor shall Customer share, or otherwise make available, access to BlackHyve software products with any third-party not under a non-disclosure agreement approved by BlackHyve.

Customer Licensing

All licensors of BlackHyve software products or Intellectual Property shall be Customers of BlackHyve. Customers must enter into a BlackHyve licensing agreement for access to and use of any BlackHyve software products or Intellectual Property. Customer shall not grant access to BlackHyve software or Intellectual Property to any third-party without prior written consent of BlackHyve.

User Support

The parties will work together to create a process for communicating software performance and results. To the extent BlackHyve receives any confidential information from Customer, BlackHyve agrees to use such information solely for the purpose of improving the software products and to maintain the confidentiality of such information with at least the level of protection used for BlackHyve confidential information.

Training

Customer and BlackHyve will work together in good faith to develop a mutually acceptable process by which BlackHyve shares with Customer information as to the software products and Intellectual Property and how to use such products and Intellectual Property at no charge to Customer, unless Customer requests and approves specific, formal onsite or offsite training which shall be negotiated and agreed to using a purchase order or statement of work.

Marketing Activities

Except as expressly provided for herein, neither party shall, without prior written permission from the other party, (a) originate any publicity, news release, or other public announcement, relating to this Agreement or its relationship with the other party, (b) use or distribute any marketing materials referring to the other party or the other party's products or services, (c) use the trademarks, tradenames and/or logos of the other party, (d) make any representations concerning the other party or the other party's products or services, or (e) make use of the other party's customer list(s) for marketing or other purposes.

Fees and Payment

Fees. You will pay all fees specified in Sales Order Forms. Except as otherwise specified herein or in an Sales Order Form, (i) fees are based on monthly actual usage per the Sales Order Form, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Invoicing and Payment. Fees will be invoiced according to the Sales Order Form in advance and otherwise in accordance with the relevant Sales Order Form. Unless otherwise stated in the Sales Order Form, fees are due net 30 days from the invoice date, and invoices may be sent electronically. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

Suspension of Services. If any charge owing by You is 30 days or more overdue, We may, without limiting Our other rights and remedies, suspend Services and Support until such amounts are paid in full, provided We have given You at least 10 days' prior notice that Your account is overdue in accordance with Section 11.c (Manner of Giving Notice) below. In addition, if You have an agreement directly with Salesforce, and Salesforce suspends services to You due to Your breach of that agreement, any Services installed in the same Salesforce instance will also be inaccessible and We will not thereby be deemed to be in breach of this Agreement.

Payment Disputes. We will not exercise Our rights under Sections 9.c (Overdue Charges) or 9.d (Suspension of Service) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, GST, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this section, You will reimburse Us for that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. We will calculate applicable Taxes based on the address where You primarily use the Services as specified in the relevant Sales Order Form. You will be responsible for self-assessing and paying any additional Taxes arising from Your use of Services and/or Support at a different address and provide Us with proof of payment of such additional Taxes on request. You will promptly notify Us of any changes to any of Your addresses specified in an Sales Order Form. Should any payment for Services be subject to withholding tax by any government, You will remain liable to Us for the full amounts invoiced hereunder, without reduction, and provide proof of payment of such withholding tax, upon Our request. For clarity, We are solely responsible for taxes assessable against Us based on Our income (other than such withholding taxes), property and employees.

Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

Relationship Management

Customer and BlackHyve will mutually coordinate operational and support issues needed for applicable error correction in BlackHyve software products as part of this agreement. Periodic meetings between the parties may be held to address issues relating to support of Customer, as applicable.

Term and Termination

Term of Agreement. This Agreement commences on the Effective Date of the Sales Order Form and continues until the 30th day after all subscriptions hereunder have expired or have been terminated per the Initial Term specified in the Sales Order Form.

Renewal Term. This Agreement will automatically renew for an additional successive one-year unless earlier terminated pursuant to any of the Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term").

Termination for Breach. This Agreement may be terminated by either party if the other is in material breach of any provision of this Agreement, but only after written notice of default and opportunity to cure has been given to the breaching party. The notice of default must provide for an opportunity to cure of at least thirty (30) days following receipt of notice. If the party receiving the notice has not cured the breach within thirty (30) days then the party giving notice may, at the noticing party's sole discretion, terminate this Agreement by giving the breaching party written notice of termination, which will be effective upon delivery.

Early Termination. If by BlackHyve, effective on written notice to Customer only if Customer fails to pay any amount when due under this Agreement or any associated Sales Order, where such failure continues more than thirty (30) days after BlackHyve's delivery of written notice thereof ("Payment Failure"). By Customer effective on ninety (90) days written notice to BlackHyve only if BlackHyve fails to provide or make available the Software Product for five (5) or more consecutive days unless such availability is beyond the reasonable control of BlackHyve.

Effect of Termination. Upon expiration or termination of this Agreement, all rights, licenses and authorizations granted to Customer hereunder will immediately terminate and Customer will (a) immediately cease all use of and other activities with respect to the Software and Documentation; (b) within fifteen (15) days destroy, and permanently erase from all devices and systems Customer directly or indirectly controls, all BlackHyve Intellectual Property, the Documentation and the Licensor's Confidential Information, including all documents, files, and tangible materials (and any partial and complete copies) containing, reflecting, incorporating, or based on any of the foregoing, whether or not modified or merged into other materials; and (c) within fifteen (15) days deliver to BlackHyve a written request for any and all data store in or by the Software Product to be delivered to Customer in a mutually agreed upon format.

Accrued Obligations. Termination of this Agreement shall not relieve either party from the ongoing duty to discharge in full all obligations accrued up to the effective date of termination.

Representations and Warranties

Each party represents and warrants that: (i) It has not previously granted nor shall it grant any rights to any third party that would prevent it from entering into this Agreement and complying with all of the terms and conditions herein; and (ii) in performing its obligations under this Agreement, or by providing any information or materials to the other party, it will not infringe any patent, trademark, or copyright or misappropriate any trade secret or other proprietary right of any person or third party.

Limited Warranty

(a) the Software Product will substantially conform in all material respects to the Documentation provided to Customer when installed, operated, and used as recommended in the Documentation and in accordance with this Agreement, and, no future release, when correctly used in accordance with the Documentation and this Agreement, will have a material adverse effect on the functionality of the Software Product.

Limited Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTIONS OR OTHER ECONOMIC LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT. EXCEPT FOR EACH PARTY'S INDEMNITY OBLIGATIONS, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID UNDER THIS AGREEMENT BY EITHER PARTY TO THE OTHER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAILS OF THEIR ESSENTIAL PURPOSE.

Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 13, ALL LICENSED SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS, AND SERVICES PROVIDED BY BLACKHYVE ARE PROVIDED "AS IS." LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, BLACKHYVE MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE COMPLETELY SECURE OR COMPLETELY ERROR FREE.

Indemnity

Each party (the "Indemnifying Party"), at its own expense, defend any action brought by an unaffiliated third party against the other party (the "Indemnified Party"), and will pay any final judgment awarded, or settlements entered into by the Indemnifying Party, in such actions, solely to the extent that such action is based on (a) the infringement by the Indemnifying Party of any intellectual property rights of any third party; (b) misrepresentation by the Indemnifying Party (including misuse of the Indemnified Party's trademarks) regarding the Indemnified Party's products and services; (c) any claims by a customer for breach of a contract between the Indemnifying Party and that customer; (d) any unauthorized or unlawful release of, or access to, customer or user data in the possession or under the control of the Indemnifying Party; (e) any unauthorized access to the system of the Indemnified Party caused by the action or inaction of the Indemnifying Party; or (f) the corruption, deletion, modification or mishandling of customer or student data in the possession or under the control of the Indemnifying Party; provided that (a) the Indemnifying Party is given prompt written notice of such claim, and (b) the Indemnifying Party is given the sole authority to defend or settle the claim, except that the Indemnified Party may elect to retain its own counsel to defend against the claim at its own expense, provided, however, that the Indemnified Party shall not enter into any settlement on the part of the Indemnifying Party without the prior written approval of the Indemnifying Party.

Confidentiality

During the term of this Agreement, a party (the "Receiving Party") may have disclosed to it information of the other party (the "Disclosing Party") of a confidential or proprietary nature ("Confidential Information"), whether orally or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms), technical information, plans for products or functionality, research activities and plans, training materials, pricing and pricing strategies, business and marketing plans, unpublished financial information and business processes. Each party hereto represents to the other party that during the term of this Agreement and thereafter, it will not, directly or indirectly, use, disseminate or disclose the Confidential Information to any person or entity (other than to employees, agents and contractors who are bound by similar obligations of confidentiality) for any purpose or at any time, except as expressly authorized by the Disclosing Party or as needed to perform its obligations under this Agreement. The Receiving Party shall use the same standard of care to avoid disclosure of any Confidential Information as it uses with respect to its own confidential or proprietary information, provided that in no event shall the Receiving Party employ less than reasonable efforts to protect any Confidential Information of the other party. Confidential Information shall not include information which: i) is or becomes publicly known or available to the Receiving Party at or after the time of disclosure through no wrongful act of the Receiving Party; ii) is in the possession of or known to the Receiving Party at the time of disclosure without confidentiality restrictions; iii) is rightfully obtained by the Receiving Party from a third party; or iv) is independently developed by the Receiving Party. The terms of this Section shall supersede and replace any non-disclosure or confidentiality agreement entered into by the parties prior to the Effective Date. In addition, a party will not be considered to have breached its obligations under this section for disclosing Confidential Information of the Disclosing Party to the extent required to satisfy any legal requirement of a competent governmental authority, provided that promptly upon receiving any such request and to the extent that it may legally do so, such party advises the Disclosing Party prior to making such disclosure in order that the Disclosing Party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information disclosed pursuant to the requirement or request of a governmental agency or disclosure is required by operation of law.

Statements of Work

Professional services, other than use of BlackHyve software products or Intellectual Property, may be purchased from BlackHyve pursuant to specific Statements of Work, which shall be governed by the terms and conditions of this Agreement. BlackHyve shall retain all right, title and interest, including all intellectual property rights therein, in and to any work product or any other work of authorship or invention conceived of, developed or created by BlackHyve under the terms of such Statements of Work.

Notice

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be to the parties as set forth below.

Notice to BlackHyve. Unless hereinafter changed by written notice to Customer, any notice to BlackHyve, other than invoices and notice with respect to invoices, shall be delivered or mailed to:

Ryan Haught – BlackHyve Primary Contact
ryan.haught@blackhyve.com

Notice to Customer. And unless hereinafter changed by written notice to BlackHyve, any notice to Customer shall be delivered or mailed to the address specified in the Sales Order Form.

Notices shall be effective upon receipt and shall be deemed received as follows: i) if delivered by nationally recognized overnight courier, effective the business day following the date of shipment; or ii) if by U.S. mail the earlier of actual receipt or five business days from the date deposited in the mail; or iii) by email.

Non-Solicitation

Without the prior written consent of the other party, each party will not, during the term of this Agreement, and for a period of one (1) year following the termination or expiration of this Agreement, directly or indirectly, hire or solicit for employment any person then employed with BlackHyve, or employed by BlackHyve or Customer at any time during the prior six (6) months.

Assignment

This Agreement may not be assigned, whether by operation of law or otherwise, by either party hereto without the prior written consent of the other party.

Jurisdiction and Venue

This Agreement shall be governed by the laws of the State of Montana and enforced by a court of competent jurisdiction located within Gallatin County, State of Montana.

Miscellaneous

This Agreement (including the exhibits) sets forth the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter. This Agreement may only be amended in a writing executed by both parties. If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be in any way impaired. No waiver of satisfaction of a condition or nonperformance of an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision. The captions and headings in this Agreement are inserted only as a matter of convenience and for reference and in no way define the scope or content of this Agreement or the construction of any provision hereof or of any document or instrument referred to herein. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Execution and delivery of this Agreement may be evidenced by facsimile or PDF transmission. This Agreement and all related disputes between the parties shall be construed under and controlled by the laws of the State of Montana, excluding its choice of law principles that would require the application of the laws of another jurisdiction, and the parties hereto hereby consent to exclusive jurisdiction and venue in the State of Montana, USA. Each party hereby waives any claim that any legal proceeding brought in accordance with this section has been brought in an inconvenient forum or that the venue of that proceeding is improper. In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act (in its original form or in the form as enacted by any applicable jurisdiction). Changes to this agreement shall only be made in writing and only when mutually agreed upon by both parties.