MASTER SERVICES AGREEMENT

This BAM FM Master Services Agreement (“Agreement”) is entered into as of the date of the last party to sign below (“Effective Date”) between
BAM FM, Inc. (“BAM FM”), a Texas corporation, with its principal place of business located at 428 2 nd Route, Post, Texas 79356, United States
and ______________________________________ (“Customer”), with its principal place of business located at
__________________________________________. Capitalized terms not defined elsewhere in this Agreement shall have the meaning given
to them in Section 17 (Definitions). BAM FM and Customer hereby agree as follows:

1. Subscription Services. Subject to the terms and conditions of this Agreement and during the Term, BAM FM shall make the Subscription
Services available to Customer solely for Customer’s and its Affiliates’ Users for internal business operations. The terms of this Agreement shall
also apply to updates and upgrades (if any) subsequently provided by BAM FM to Customer for the Subscription Services. BAM FM shall host
the Subscription Services and may update the functionality, user interface, usability and other user documentation, training and educational
information of, and relating to the Subscription Services from time to time in its sole discretion and in accordance with this Agreement as part of
its ongoing mission to improve the Subscription Services and Customers’ use of the Subscription Services. Customer agrees to the deliverables
of and to use the Subscription Services as outlined in BAM FM’s usage policy, in this Agreement, and any Estimates/Order forms.

2. Professional Services. Customer may elect to purchase Professional Services, for a separate and additional charge, to assist with
Subscription Services implementation and training. If the Customer elects to purchase Professional Services, then Customer must fully utilize
the purchased Professional Services within 90 days of the Effective Date of this Agreement, unless explicitly agreed to otherwise by both BAM
FM and the Customer. Failure to do so will result in the forfeiture of any unused Professional Services. If the Customer elects to not purchase
Professional Services to assist with Subscription Services implementation and training, the Customer will still be entitled to receive the
assistance of BAM FM Technical Support to assist with any product issues. However, if Customer elects not to purchase Professional Services,
it shall not be entitled to utilize BAM FM Technical Support as a substitute for the Professional Services including, without limitation, any
Professional Services relating to implementation or installation of the Subscription Services.

3. Estimates/Order Forms/Statements of Work. The Subscription Services shall be ordered by Customer or its Affiliates pursuant to
Estimates/Order Forms, the first one of which is attached hereto as Exhibit A, and shall include at a minimum a listing of the Subscription Services
and related deliverables. Professional Services shall be ordered by Customer or its Affiliates pursuant to Statements of Work, the first one of
which is attached hereto as Exhibit B, and shall include at a minimum a description of the project scope and deliverables. Except as otherwise
provided on the Estimate/Order Form, Statement of Work, or this Agreement, each Estimate/Order Form and/or Statement of Work is non-
cancellable and shall be subject to the terms and conditions of this Agreement. For any order by Customer or its Affiliate for the benefit of
Customer’s Affiliate(s), the term “Customer” shall refer to Customer and such Affiliate(s).

4. Restrictions. Customer is responsible for all activities conducted under its User logins and for its Users' compliance with this Agreement.
Customer’s use of the Subscription Services shall not include service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of
a single User login, or time-sharing of the Subscription Services. Customer shall not and shall not permit any third party to: (a) copy, translate,
create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Subscription Services or any part thereof or
otherwise attempt to discover any source code or modify the Subscription Services in any manner or form unless expressly allowed by this
Agreement or in the BAM FM usage policy; (b) use unauthorized modified versions of the Subscription Services, including (without limitation) for
the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Subscription Services;
(c) use the Subscription Services in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual
property rights; (d) publish, post, upload or otherwise transmit Customer Data that contains any viruses, Trojan horses, worms, time bombs,
corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or
expropriate any systems, data, personal information or property of another; or (e) use or knowingly permit the use of any security testing tools in
order to probe, scan or attempt to penetrate or ascertain the security of the Subscription Services.

5. Term, Fee, Payment & Taxes.

5.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until the date that the Subscript ion
Services in all Estimate/Order Forms are completed, expired or terminated in accordance with the terms therein or this Agreement (the “Term”).
The initial term of the Subscription Services procured by Customer shall continue for the term specified in the applicable Estimate/Order Form.
Thereafter, the subscription term of the applicable Subscription Services shall be extended as set forth in subsequent Estimate/Order Forms
(each successive renewal term, a “Renewal Term”). If Customer i) has not signed and delivered an Estimate/Order Form to BAM FM regarding
an upcoming Renewal Term prior to at least thirty (30) days before the expiration of the then current term or, ii) Customer has not provided written
notice of non-renewal to nonrenewals@bamfm.org at least thirty (30) days before the expiration of the current term, or (iii) BAM FM has not
provided Customer notice of non-renewal at least thirty (30) days before the expiration of the term, then the subscription term for the applicable
Subscription Services shall be automatically renewed for successive Renewal Terms of one (1) year each.

5.2. Fees and Payment. Customer shall pay the fees for the Subscription Services and, if applicable, the Professional Services set
forth, as specified in Exhibits A and B and any future Estimates/Order Forms and Statements of Work. All fees are non-refundable, except as
otherwise explicitly agreed in Exhibit A or Exhibit B or any future Estimate/Order Form or Statement of Work. If the Customer adds additional
Users for the Subscription Services during the term of this Agreement, the applicable fee per user will match that of the initial full price users listed
on the original Estimate/Order Form, total fees will be prorated based on the then-remaining term on the Estimate/Order Form applicable to the
Subscription Services. Customers may not reduce users it is obligated to pay for during the subscription term, inclusive of additional users added
during the subscription term. Pricing for subsequent renewals are outlined in the Estimate/Order Form, unless otherwise agreed to by the parties.

5.3. Taxes. BAM FM fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added,
sales use or withholding taxes relating to the Subscription Services or Professional Services obtained by Customer ("Taxes"). Customer is
responsible for paying all Taxes, excepts those imposed on BAM FM based on the income received by BAM FM. If BAM FM has the legal
 MASTER SERVICES AGREEMENT

obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by
Customer unless Customer provides BAM FM with a valid tax exemption certificate authorized by the appropriate taxing authority.

5.4. Late Payments. Any late payments shall be subject to a monthly service charge equal to 1.5% of the amount due (calculated on a
monthly basis) or the maximum amount allowed by law, whichever is less.

5.5 Disputes. Customer will notify BAM FM in writing in the event Customer disputes any portion of any fees paid or payable by
Customer under this Agreement. Customer will use reasonable efforts to provide such notice to BAM FM within 30 days of the applicable charge
and the Parties will work together to resolve the applicable dispute promptly. Upon the expiration of the 30 day period described in this section,
Customer will not be entitled to dispute any fees paid or payable by Customer.

5.6 Purchase Orders. Purchase orders are not required by either Party to give effect to this Agreement. Customer may be
administratively required to create a purchase order, but the Parties agree that any terms and conditions provided with such purchase order shall
be of no force and effect. Customer agrees that acceptance by BAM FM of any purchase order administratively required by Customer is conditional
upon Customer’s acceptance of these terms and conditions, as evidenced by Customer’s signature on this Agreement.

6. BAM FM Intellectual Property Rights. Customer agrees that all rights, title and interest in and to all intellectual property rights in the
Subscription Services and all modifications, extensions, customizations, scripts or other derivative works of the Subscription Services provided
or developed by BAM FM are owned exclusively by BAM FM or its licensors. Except as provided in this Agreement, the rights granted to Customer
do not convey any rights in the Subscription Services, express or implied, or ownership in the Subscription Services or any intellectual property
rights thereto. In addition, BAM FM shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or
incorporate into the Subscription Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer,
including its users, relating to the operation of the Subscription Services. Any rights not expressly granted herein are reserved by BAM FM. BAM
FM service marks, logos and product and service names are marks and/or trademarks of BAM FM (the "BAM FM Marks"). Customer agrees not
to display or use the BAM FM Marks in any manner without BAM FM’s express prior written permission. The trademarks, logos and service marks
of Third Party Application providers ("Marks") are the property of such third parties. Customer is not permitted to use these Marks without the
prior written consent of such third party which may own the Mark.

7. Use of Subscription Services. Customer agrees to the following standards for the use of the Subscription Services.

7.1. Customer Must Have Internet Access. DSL, cable or another high speed Internet connection is required for proper transmission
of the Subscription Services. Customer is responsible for procuring and maintaining the network connections that connect the Customer network
to the Subscription Services, including, but not limited to, "browser" software that supports protocol used by BAM FM, including Secure Socket
Layer (SSL) protocol or other protocols accepted by BAM FM, and to follow logon procedures for services that support such protocols. BAM FM
is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software, or for any compromise of data transmitted
across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by BAM
FM. BAM FM assumes no responsibility for the reliability or performance of any connections as described in this Section.

7.2. Accuracy of Customer’s Contact Information. Customer shall provide accurate, current, timely, and complete information on
Customer’s legal business name, address, email address and phone number. Customer shall also provide an appropriate billing address, e-mail
address, contact person, and phone number. If Customer requires purchase orders to be issued in conjunction with the procurement of services
from BAM FM and referenced on any billings, Customer will provide said purchase order information timely. Customer shall promptly update all
contact and billing information if it should change. Under no circumstances shall any purchase order issued by Customer, whether pursuant to
this Section or otherwise, be considered part of the contractual relationship between Customer and BAM FM. For the avoidance of doubt, any
terms of any such purchase order (whether issued in connection with the execution of this Agreement or thereafter) that are inconsistent in any
manner with this Agreement, the Estimate/Order Forms, or any Statements of Work shall be of no force and effect, and BAM FM’s receipt of any
such purchase order shall not be, and shall not be deemed to be, acceptance by BAM FM, in any manner, of any of the terms of such purchase
order.

7.3. Users: Passwords, Access and Notification. Customer shall authorize access to and assign unique passwords and user names
only to the number of Users procured by Customer on the Estimate/Order Form or in any additional Estimate/Order Forms through which
Customer acquires rights to authorize additional Users. User logins are for designated Users and cannot be shared or used by more than one
User, but any User login may be reassigned to another User as needed. Customer will be responsible for the confidentiality and use of User’s
passwords and user names. Customer will also be responsible for all Electronic Communications, including those containing business information,
account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or
otherwise entered electronically through the Subscription Services or under Customer’s account. BAM FM will act as though any Electronic
Communications it receives under Customer’s passwords, user name, and/or account number will have been sent by Customer. Customer shall
use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and shall promptly notify BAM FM of
any unauthorized access or use of the Subscription Services and any loss or theft or unauthorized use of any User’s password or name and/or
Subscription Services account numbers.

7.4. Customer’s Lawful Conduct. The Subscription Services allows Customer to send Electronic Communications directly to BAM FM
and to third parties. Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in
connection with its use of the Subscription Services, including without limitation those related to privacy, electronic communications and anti-
spam legislation. In addition to Customer's other obligations set forth herein, Customer specifically acknowledges and agrees that: (i) BAM FM is
not acting on your behalf as a Business Associate or subcontractor (as such terms are used, defined, or described in the Heal th Insurance
Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”)); (ii) the Subscription Services is not HIPAA-compliant; and
(iii) Customer may not use the Subscription Services in any manner that would require BAM FM or the Subscription Services to be HIPAA-
 MASTER SERVICES AGREEMENT

compliant. Customer shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the
Subscription Services and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i)
Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Customer shall
not permit Users to access or use the Subscription Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer
shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its
Users are located. Customer will not send any Electronic Communication from the Subscription Services that is unlawful, harassing, libelous,
defamatory or threatening. Except as permitted by this Agreement, no part of the Subscription Services may be copied, reproduced, distributed,
republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Subscription Services by any
means other than through the interfaces that are provided by BAM FM. Customer shall not do any "mirroring" or "framing" of any part of the
Subscription Services, or create Internet links to the Subscription Services which include log-in information, user names, passwords, and/or
secure cookies. Customer will not in any way express or imply that any opinions contained in Customer’s Electronic Communications are endorsed
by BAM FM. Customer shall ensure that all access and use of the Subscription Services by Users is in accordance with the terms and conditions
of this Agreement, including but not limited to those Users that are contractors and agents, and Customer’s Affiliates. Any action or breach by
any of such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that
Customer may have as to why Customer should not be liable for Customer’s contractors’, agents’ or Affiliates' acts, omissions and noncompliance
with this Agreement.

7.5. Transmission of Data. Customer understands that the technical processing and transmission of Customer’s Electronic
Communications is fundamentally necessary to use of the Subscription Services. Customer expressly consents to BAM FM’s interception and
storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electron ic
Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by
BAM FM. Customer acknowledges and understands that in order to properly deliver the Subscription and Professional Services, BAM FM and/or
its licensors will need access to Customer’s data. Customer further acknowledges and understands that Electronic Communications may be
accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic
means. BAM FM is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or
stored during the transmission of any data whatsoever across networks not owned and/or operated by BAM FM, including, but not limited to, the
Internet and Customer’s local network. Customer acknowledges and agrees that BAM FM may access or disclose Customer Data, including
content of communications if: i) BAM FM believes that disclosure is reasonably necessary to comply with any applicable law, regulation, legal
process, or government request, (ii) to enforce BAM FM agreements and policies, (iii) to protect the security or integrity of BAM FM;s Subscription
Services, (iv) to protect BAM FM, its licensors, other customers, or the public from harm or illegal activities, or (v) to respond to an emergency
which in BAM FM believes in good faith requires it to disclose data to assist in preventing a death or serious bodily harm.

7.6 Third-Party Web Sites, Products and Services. BAM FM may offer certain Third Party Applications for sale under Estimate/Order
Forms or Statements of Work. Any procurement of such Third Party Applications by Customer shall be subject to the terms specified in such
Estimate/Order Forms.

(a) In addition, BAM FM or third party providers may offer Third Party Applications or services, including implementation, customization and other
consulting services related to Customers’ use of the Subscription Services. Except as set forth in the Estimate/Order Form or Statement of Work,
BAM FM does not warrant any such Third Party Applications or services. Any procurement by Customer of any Third Party Applications or
services is solely between Customer and the applicable third party provider.

(b) BAM FM is not responsible for any aspect of such Third Party Applications or services that Customer may procure or connect to through the
Subscription Services, or any descriptions, promises or other information related to the foregoing. If Customer installs or enables Third Party
Applications or services for use with the Subscription Services, Customer agrees that BAM FM may allow such third party providers to access
Customer Data as required for the interoperation of such Third Party Applications with the Subscription Services, and any exchange of data or
other interaction between Customer and a third party provider is solely between Customer and such third party provider. BAM FM shall not be
responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third Party Applications or third party
providers. No procurement of such Third Party Applications or services is required to use the Subscription Services.

7.7. BAM FM’s Support. As part of the Subscription Services, BAM FM will provide Customer with Help Documentation and other
online resources to assist Customer in its use of the Subscription Services which can be currently referenced at http://support.bamfm.com. BAM
FM also offers optional and “for fee” training classes and Professional Services consultation. Customer acknowledges that BAM FM has extensive
experience helping Customers improve utilization and realization of benefits of the Subscription Services and that n ot following the advice of BAM
FM and/or not engaging BAM FM in the provisioning of Professional Services may substantially limit Customer’s ability to successfully utilize the
Subscription Services or to enjoy the power and potential of the Subscription Services.

7.8. Availability of Services. BAM FM commits to provide 99.5% uptime with respect to the Customer’s Subscription Services during
each calendar quarter of the Term, excluding regularly scheduled maintenance times. Scheduled maintenance downtime is maintenance
scheduled with at least two business days’ notice. If in any calendar quarter this uptime commitment is not met by BAM FM and Customer was
not able to access the Subscription Services, the sole remedy available to Customer will be a pro-rata refund of that quarter’s applicable license
fees for the period of time during which the Subscription Services were not available. Refund must be requested by Customer within five days of
the end of the applicable quarter by emailing billing@bamfm.org. Credit will be calculated by BAM FM using the Company’s system logs and
other records.
 MASTER SERVICES AGREEMENT

7.9. Security. BAM FM shall maintain commercially reasonable administrative, physical and technical safeguards for the protection,
confidentiality and integrity of Customer Data.

7.10. Modifications; Discontinuation of Subscription Services. BAM FM may make modifications to the Subscription Services or
particular components of the Subscription Services from time to time and will use commercially reasonable efforts to notify Customer of any
material modifications. BAM FM reserves the right to discontinue offering the Subscription Services at the conclusion of Customer’s then current
subscription term for such Subscription Services. BAM FM shall not be liable to Customer nor to any third party for any modification of the
Subscription Services as described in this Section 7.10.

8. Suspension/Termination.

8.1. Suspension for Delinquent Account. BAM FM reserves the right to suspend Customer’s and any Customer Affiliates’ access to
and/or use of the Subscription Services for any accounts that are 30 (thirty) days past due. Suspended accounts will not be reinstated until all
amounts due to BAM FM are paid in full, including current balances. BAM FM is entitled to recoup from Customer any legal fees or collections
fees BAM FM incurs in an attempt to enforce this Master Services Agreement and related exhibits and any amounts BAM FM is contractually
owed. Customer agrees that BAM FM shall not be liable to Customer or to any Customer Affiliate or other third party for any suspension of the
Subscription Services pursuant to this Section 8.1.

8.2. Suspension for Ongoing Harm. Customer agrees that BAM FM may suspend access to the Subscription Services if BAM FM
reasonably concludes that Customer’s Subscription Services is being used to engage in denial of service attacks, spamming, or illegal activity,
and/or use of Customer’s Subscription Services is causing immediate, material and ongoing harm to BAM FM or others. In the event that BAM
FM suspends access to the Subscription Services, BAM FM will use commercially reasonable efforts to limit the suspension to the offending
portion of the Subscription Services and resolve the issues causing the suspension of Subscription Services. Customer agrees that BAM FM
shall not be liable to Customer nor to any third party for any suspension of the Subscription Services under such circumstanc es as described in
this Section 8.2.

8.3. Termination for Cause/Expiration. Either party may immediately terminate this Agreement and all Estimates/Order Forms issued
hereunder in the event the other party commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of
written notice from the non-breaching party.

Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged
breaching party a meaningful opportunity to cure such alleged breach and shall be sent to the General Counsel, if any, of the alleged breaching
party at the address listed in the heading of this Agreement (or such other address that may be provided pursuant to this Agreement) (“Notice”).
Upon termination or expiration of this Agreement, Customer and all of its Affiliates’ and any Users shall have no rights to continue to use the
Subscription Services. If this Agreement is terminated by Customer for any reason other than a termination expressly permitted by this Agreement,
then BAM FM shall be entitled to all of the fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of BAM
FM’s breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any subscription fees paid by Customer to
BAM FM under this Agreement for the terminated portion of the Term.

8.4. Handling of Customer Data Upon Termination. Customer agrees that following termination of Customer’s account and/or use of
the Subscription Services, BAM FM may immediately deactivate Customer’s account and that following a reasonable period of not less than 90
days shall be entitled to delete Customer’s account from BAM FM’s “live” site. During this 90 day period and upon Customer’s request, BAM FM
will grant Customer limited access to the Subscription Services for several days for the sole purpose of permitting Customer to retrieve Customer
Data, provided that Customer has paid in full all good faith undisputed amounts owed to BAM FM. Customer further agrees that BAM FM shall
not be liable to Customer nor to any third party for any termination of Customer access to the Subscription Services or deletion of Customer Data,
provided that BAM FM is in compliance with the terms of this Section 8.4.

9. Confidentiality.

For purposes of this Agreement, “Confidential Information” shall include the terms of this Agreement, Customer Data, each party’s proprietary
technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the
Subscription Services and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing,
Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has
become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by non-
disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) is aggregate data
regarding use of BAM FM’s products and services that does not contain any personally identifiable or Customer-specific information.

Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent
necessary to perform its obligations or exercise rights under this Agreement or as directed by Customer; (c) to protect the confidentiality thereof
in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree
of care in the protection of such Confidential Information, including but not limited to inputting credit card data and social security numbers only
in the fields designated for such data in the Subscription Services) and to make Confidential Information available to authorized persons only on
a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who
have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of
their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of
Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation.

10. Warranties.
 MASTER SERVICES AGREEMENT

10.1. Warranty of Functionality. BAM FM warrants that the Subscription Services will function in substantial accordance with the
description and specifications set forth in the Usage Policy, Estimate/Order Form, and/or Statement of Work. The warranty granted herein is in
lieu of all other warranties, expressed or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particu lar
purpose. BAM FM’s entire liability and Customer’s sole and exclusive remedy for breach of the foregoing warranty shall be, at BAM FM’s option,
to either (i) return to the Customer the subscription fee for the period in which the Subscription Services did not perform according to this warranty,
or (ii) repair the defects or replace the Subscription Services. Customer agrees that the Customer’s purchases hereunder are neither contingent
on the delivery of any future functionality or features nor dependent on any oral or written public comments regarding future functionality. Customer
acknowledges that the features and functions of the Subscription Services and related functionalities may change over time. Although BAM FM
endeavors to avoid changes to the Subscription Services and related functionalities that are not backwards compatible, if any such changes
become necessary, BAM FM will use reasonable efforts to notify Customer ninety (90) days prior to implementation of changes and to provide
information required for Customer to continue to use the Subscription Services and related functionalities. BAM FM is not responsible to Customer
or to Customer’s clients if those modifications, changes, or updates require changes to, updates of or modifications of Customer or Customer
client’s devices or other equipment, products, accessories, systems, or procedures.

10.2. Disclaimer of Warranties. EXCEPT AS STATED IN SECTION 9, BAM FM DOES NOT REPRESENT THAT CUSTOMER’S USE
OF THE SUBSCRIPTION SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SUBSCRIPTION
SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SUBSCRIPTION SERVICES AND/OR
DOCUMENTATION WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SUBSCRIPTION SERVICES AVAILABLE
(INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND
EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN SECTION 10.1 ARE
THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY BAM FM. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EXCEPT AS STATED IN SECTIONS 7.8 and 10.1 ABOVE,
THE SUBSCRIPTION SERVICES IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL
USE ONLY. BAM FM EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE
SUBSCRIPTION SERVICES WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE
OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING WITHOUT LIMITATION HIPAA
OR THE GRAMM-LEACH-BLILEY ACT OF 1999. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE
SUBSCRIPTION SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S
PURPOSES. SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS, MESSAGING, OR OTHER LIKE
CONVEYANCE TO ANY EMERGENCY SERVICES. BAM FM MAKES NO WARRANTIES, EXPRESS, OR IMPLIED, AND HAS NO LIABILITY
REGARDING 911, 999, OR SIMILAR SUCH SERVICES FUNCTIONALITY. NEITHER BAM FM NOR ITS SUPPLIERS WILL BE LIABLE UNDER
ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE OR LOSS AND CUSTOMER WILL HOLD BAM FM AND ITS SUPPLIERS
HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE SERVICES TO
CONTACT EMERGENCY SERVICES.

11. Limitations of Liability.

11.1. Exclusion of Consequential Damages. CUSTOMER AGREES THAT THE CONSIDERATION WHICH BAM FM IS CHARGING
HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY BAM FM OF THE RISK OF CUSTOMER’S INCIDENTAL OR
CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR FOR
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, MULTIPLE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT
DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF
CONTRACT, VIOLATION OF STATUTE OR REGULATION, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN
CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW), OR OTHERWISE SHALL IN NO EVENT EXCEED THE DIRECT DAMAGE
LIMITATIONS AS SET FORTH IN SECTION 10.1.

11.2. Limitations on Liability. Except with regard to amounts due under this Agreement, the maximum liability of either party to any
person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Subscription Services,
whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, negligence, tort, statutory or regulatory
duty, or otherwise, shall in no case exceed the equivalent of 12 months in subscription fees applicable at the time of the event. Notwithstanding
the previous sentence, neither party shall be liable to the other party to the extent such liability would not have occurred but for the other party’s
failure to comply with the terms of this Agreement. The essential purpose of this provision is to limit the potential liability of the parties arising from
this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with
making the Subscription Services or Professional Services available to Customer and that, were BAM FM to assume any further liability other
than as set forth herein, such fees would of necessity be set substantially higher.

11.3. Exceptions. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 SHALL NOT APPLY TO EITHER PARTY’S
INDEMNITY OBLIGATIONS EXCEPT AS SET FORTH IN SECTION 12 BELOW. Certain states and/or jurisdictions do not allow the exclusion of
implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.

12. Indemnification.

12.1. Infringement. BAM FM shall, at its own expense and subject to the limitations set forth in this Section 12, defend Customer from
and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively “Claims”) alleging that the
Subscription Services, as used in accordance with this Agreement, infringes third party copyrights, trade secrets or trademarks and shall hold
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Customer harmless from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation,
reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such a Claim.

Excluded from the above indemnification obligations are Claims to the extent arising from (a) use of the Subscription Services in violation
of this Agreement or applicable law, (b) use of the Subscription Services after BAM FM notifies Customer to discontinue use because of an
infringement claim, (c) modifications to the Subscription Services not made by BAM FM, or (d) use of the Subscription Services in combination
with any software, application or service made or provided other than by BAM FM.

If a Claim of infringement as set forth above is brought or threatened, BAM FM shall, at its sole option and expense, use commercially
reasonable efforts either (a) to procure a license that will protect Customer against such Claim without cost to Customer; (b) to modify or replace
all or portions of the Subscription Services as needed to avoid infringement, such update or replacement having substantially similar or better
capabilities; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement and refund to the Customer a pro-rata refund of the
subscription fees paid for under the Agreement for the terminated portion of the Term. The rights and remedies granted Customer under this
Section 12.1 state BAM FM’s entire liability, and Customer's exclusive remedy, with respect to any claim of infringement of the intellectual property
rights of a third party.

12.2. Customer’s Indemnity. Customer shall, at its own expense defend BAM FM from and against any and all Claims (i) alleging that
the Customer Data or any trademarks or service marks other than BAM FM Marks, or any use thereof, infringes the intellectual property rights or
other rights, or has caused harm to a third party, or (ii) arising out of Customer’s breach of Section 7.4 or 9 above and shall hold BAM FM harmless
from and against liability for any Losses to the extent based upon such Claims.

12.3. Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 12, the indemnified party
shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and
settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense,
with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations
under this Section 12 are expressly conditioned upon the indemnified party’s compliance with this Section 12.3 except that failure to notify the
indemnifying party of such Claim shall not relieve that party of its obligations under this Section 12 but such Claim shall be reduced to the extent
of any damages attributable to such failure. The indemnification obligations contained in this Section 12 shall survive termination of this Agreement
for one year.

13. Contract Dispute Resolution. Each party agrees that before it seeks any form of legal relief it shall provide written notice to the other of the
specific issues in dispute (and referencing the specific portions of any contract between the parties and which are allegedly being breached).
Within thirty days after such notice knowledgeable executives of the parties shall hold at least one meeting (in person or by video- or tele-
conference) for the purpose of attempting in good faith to resolve the dispute. The parties agree to maintain the confidential nature of all disputes
and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be nec essary to
prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution
procedures in this Section 13 shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of
intellectual property, trade secrets or Confidential Information.

14. General Provisions. This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may
assign this Agreement without written consent of the other, except that BAM FM may assign without consent to a related entity or the successor
of all or substantially all of the assignor’s business or assets to which this Agreement relates. There are no third-party beneficiaries to this
Agreement. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although
BAM FM reserves the right to name Customer as a user of the Subscription Services. This Agreement, including all exhibits and/or Estimate/Order
Forms and Statements of Work, shall constitute the entire understanding between Customer and BAM FM and is intended to be the final and
entire expression of their agreement. The parties expressly disclaim any reliance on any and all prior discussions, emails, RFP’s and/or
agreements between the parties. There are no other verbal agreements, representations, warranties undertakings or other agreements between
the parties. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document
issued by Customer in connection to this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under,
or otherwise modify, this Agreement, regardless of any failure of BAM FM to object to such terms, provisions, or conditions. The Agreement shall
not be modified, or amended, except as expressly set forth herein, or in writing and signed or accepted electronically by the party against whom
the modification, amendment or waiver is to be asserted, or by a properly executed Estimate/Order Form or Statement of Work. If any part of this
Agreement and related Estimate/Order Forms and Statements of Work are found to be invalid or unenforceable by a court or other competent
authority, it shall not affect any other provisions of this Agreement and related Estimates/Order Forms and Statements of Work; all other provisions
will remain enforceable and in full effect. This Agreement may be executed in counterparts and/or by facsimile or electronic signature and if so
executed shall be equally binding as an original copy of this Agreement executed in ink by both parties. Sections 5.2, 5.3, 5.4, 6, 8.4, 9, 10, 11,
12, 13, 14, 15, 16, and 17 shall survive the termination or expiration of this Agreement.

15. Governing Law and Jurisdiction. This Agreement shall be governed in accordance with the laws of the State of Texas and any controlling
U.S. federal law and excluding the Uniform Computer Information Transactions Act (UCITA). Any legal suit, action or proceeding arising out of or
based upon this Agreement or the transactions contemplated hereby or thereby shall be instituted in the Federal District Court of Texas or the
Texas Circuit Courts, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service
of process, summons, notice or other document by mail to such party’s address set forth in the Order Form shall be effective service of process
for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any object to the laying of
venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties, to the full extent permitted by law,
waive their respective rights to a jury trial with respect to any action or claim arising out of or relating to any dispute in connection with this
Agreement. The prevailing party of any dispute resolved by judgment by a court may recover reasonable attorney and court fees from the losing
 MASTER SERVICES AGREEMENT

party. Any claim or suit arising from this Agreement must be brought within twelve (12) months from the date that the cause of action occurred.
Customer shall compensate BAM FM (including reimbursement of BAM FM’s attorneys’ fees costs) for responding to any request from a third
party for records relating to Customer or a User’s use of the Subscription Services. Such requests can be a lawful search warrant, court order,
subpoena, other valid legal order, or written consent from the User permitting the disclosure. If any provision is held by a court of competent
jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect. A waiver of any breach under this Agreement should not constitute a waiver of any other breach or future
breach.

16. Force Majeure. Neither party shall be liable for any loss or delay (including failure to meet the service level commitment) resulting from any
force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage (other than those involving BAM FM
employees), internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties, and any payment date
or delivery of Subscription Services date shall be extended to the extent of any delay resulting from any force majeure event.

17. Definitions.

“Affiliates” means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common
control with Customer, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and
policies of Customer.

“Customer Data” means all electronic data or information submitted to the Subscription Services by Customer or its Affiliates.

“Electronic Communications” means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole
or part electronically received and/or transmitted through the Subscription Services.

“Estimate/Order Form” means a BAM FM estimate, renewal notification or order form in the name of and executed by Customer or its Affiliate
and accepted by BAM FM which specifies the Subscription Services and ancillary services to be provided by BAM FM subject to the terms of this
Agreement.

“Professional Services” means, collectively, BAM FM’s implementation services from its Professional Services Group procured by the customer
in the the Estimate/Order Form, Statement of Work, and any subsequent Estimate/Order Form or Statement of Work from time to time.

“Subscription Services” means, collectively, BAM FM’s online business application (“BAM FM Service”, “Subscription Service”)) that is procured
by Customer from BAM FM in the Estimate/Order Form, Statement of Work, and any subsequent Estimate/Order Form or Statement of Work
from time to time, including associated offline components, but excluding Third Party Applications and implementation services.

“Statement of Work” means a BAM FM document executed by Customer or its Affiliate and accepted by BAM FM which specifies the
deliverables of Professional Services procured by Customer or its Affiliates.

“Third Party Applications” means online Web-based applications or services and offline software products that are provided by third parties
and interoperate with the Subscription Services.

“Users” means individuals who are authorized by Customer to use the Subscription Services (via computer, smartphone, or other mobile device),
for whom subscriptions to a Subscription Services have been procured, and who have been supplied user identifications and passwords by
Customer (or by BAM FM at Customer’s request). Users may include but are not limited to Customer’s and Customer’s Affiliates’ employees,
consultants, contractors and agents.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS
TERMS, AND THE PERSON SIGNING ON BEHALF OF EACH HAS BEEN AUTHORIZED TO DO SO. IF THE PERSON SIGNING BELOW AS
CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH PERSON
REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND
CONDITIONS.