Enterprise Master Services Agreement

This Master Services Agreement ("Agreement") is entered into between OneTap Maintenance Corporation, a Tennessee corporation ("OneTap"), and the entity executing an order form, statement of work, or similar ordering document referencing this Agreement (each, an "Order Form") ("Customer"). Each Order Form is incorporated into and forms part of this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form will control solely with respect to the Services, fees, and term described in that Order Form, unless the Order Form expressly states an intent to override a specific section of this Agreement by section number.

The "Effective Date" is the earlier of: (a) the date Customer (or any Authorized User) first accesses or uses the Services; or (b) the date the first Order Form is executed by both parties. Customer acknowledges that access to or use of the Services constitutes acceptance of this Agreement.

1. Definitions

1.1 Authorized Users means Customer personnel and representatives (including contractors and agents) authorized to access the Services, for whose acts and omissions Customer is responsible.

1.2 Confidential Information means non-public information disclosed under this Agreement that is identified or reasonably understood as confidential. Pricing, product plans, product roadmaps, documentation, architecture, security measures, audit results, vulnerability information, and this Agreement (and the existence and terms of any dispute between the parties) are OneTap Confidential Information. Customer Data is Customer Confidential Information.

1.3 Customer Data means data submitted by Customer to the Services, excluding Aggregated Data, OneTap Materials, and any system-generated data, logs, analytics, metrics, or outputs derived from the operation of the Services that do not identify Customer or any individual.

1.4 Aggregated Data means anonymized and de-identified data, statistics, analyses, benchmarks, models, insights, and other information derived from Customer Data and/or system usage that does not identify Customer or any individual.

1.5 Customer Gross Bookings means the total job value attributable to Customer and/or Customer locations that is (i) processed through the Services or (ii) otherwise arises from or is connected to leads, technicians, scheduling, dispatch, communications, pricing, or other activity facilitated by the Services, including labor, materials, trip charges, service charges, emergency fees, and approved change orders, in each case whether invoiced, collected, written off, discounted, refunded, credited, or uncollected, excluding only (A) sales or use taxes collected and remitted by Customer to a taxing authority and (B) third-party payment processing pass-through fees expressly itemized as such on an invoice from a third-party processor.

1.6 Committed Monthly Customer Gross Bookings means the minimum monthly booking commitment stated in the applicable Order Form.

1.7 Actual Monthly Customer Gross Bookings means total Customer Gross Bookings processed in a calendar month, net only of refunds actually paid and settled in that same month, as reasonably determined by OneTap based on available records (which determination shall be conclusive absent manifest error).

1.8 True-Up Amount = Committed Monthly Customer Gross Bookings - Actual Monthly Customer Gross Bookings (minimum zero).

1.9 Customer Platform Fee = 13% of Customer Gross Bookings.

1.10 True-Up Platform Fee = 13% of the True-Up Amount.

1.11 True-Up Charge means the True-Up Platform Fee plus applicable Taxes.

1.12 Services means OneTap's hosted enterprise maintenance technology platform, including any updates, upgrades, and Documentation made generally available by OneTap.

1.13 Subscription Term means the term specified in the applicable Order Form.

1.14 Security Incident means confirmed unauthorized access to or acquisition of Customer Data maintained by OneTap in the Services, in each case caused solely by OneTap's failure to maintain commercially reasonable administrative, technical, and physical safeguards.

1.15 Customer Data Export Period means thirty (30) days following termination.

1.16 Taxes means all sales, use, value-added, goods and services (GST), excise, gross-receipts, withholding, and similar transaction-based taxes, duties, fees, and charges imposed by any governmental authority in connection with the Services or Customer's use thereof, together with any related interest, penalties, or additions. Taxes expressly exclude taxes imposed on OneTap's net income, capital, franchise, or property, and employment-related taxes on OneTap's personnel.

1.17 Technicians means the independent service providers (including those designated as "OneTap Qualified Technicians") who may be engaged through the Services to perform maintenance, repair, or related services. Technicians are independent contractors and are not employees, agents, representatives, or subcontractors of OneTap. OneTap does not control the manner, means, methods, tools, or timing of Technician performance. See Section 2.3.

2. Access; Platform Status; Restrictions

2.1 License Grant

Subject to Customer's timely payment of all fees and strict compliance with this Agreement, OneTap grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable Subscription Term to access and use the Services solely for Customer's internal business purposes in accordance with the Documentation and this Agreement. No rights are granted by implication or otherwise.

2.2 Restrictions

Customer shall not:

• Reverse engineer the Services, attempt to derive source code, scrape or extract data (except as expressly permitted via documented export functionality), or perform penetration testing or vulnerability scanning without OneTap's prior written consent
• Resell, sublicense, rent, lease, timeshare, service-bureau, white-label, or otherwise make the Services available to any third party (except Authorized Users)
• Circumvent, avoid, or interfere with fees, tracking, measurement, or billing, including by routing transactions outside the Services or mischaracterizing Customer Gross Bookings
• Use Services unlawfully or in violation of applicable law, regulation, third-party rights, or third-party terms applicable to Customer systems or data
• Build, train, benchmark, or assist in creating competing services or products using OneTap or the Services, including by using outputs, Aggregated Data, or Confidential Information

2.3 Platform Nature Disclaimer

OneTap is solely a technology platform provider that facilitates connections between customers and independent service providers ("OneTap Qualified Technicians" or "Technicians"). OneTap does not employ technicians, does not control the manner, means, methods, tools, or timing of service performance, and does not supervise or direct technicians in the performance of their work. All maintenance services are performed by independent contractors who are solely responsible for their work product, professional licensing, insurance, tax obligations, and compliance with applicable law. OneTap disclaims all liability arising from technician performance, workmanship, professional judgment, or conduct on job sites, including any acts, omissions, errors, delays, or breaches by any technician or other third party. Customer acknowledges and agrees that: (a) no joint employer, co-employer, staffing agency, or labor contractor relationship exists or is intended between OneTap and any technician; (b) OneTap is not a contractor, subcontractor, or general contractor with respect to Customer's property or projects; (c) Customer shall not treat OneTap as an employer of technicians for any purpose, including workers' compensation, unemployment insurance, FLSA, NLRA, or any other federal, state, or local employment law; and (d) Customer shall defend, indemnify, and hold harmless OneTap from and against any claim by a governmental authority or private party asserting that OneTap is an employer, co-employer, or joint employer of any technician engaged through the platform in connection with Customer's use of the Services, or otherwise arising from or relating to Customer's engagement of technicians and/or services performed at Customer sites. The indemnity in this Section 2.3(d) is in addition to, and not in limitation of, Customer's indemnification obligations set forth in Section 7.7.

2.4 Non-Circumvention

Customer shall not, during the Term and for twelve (12) months thereafter, directly or indirectly (including through any affiliate, subcontractor, consultant, or agent) engage, solicit, induce, recruit, or contract with any technician or service provider introduced or made known through the Services, whether for maintenance services or any other purpose, without routing the engagement through the Services and paying all applicable platform fees. Customer further agrees not to take any action intended to bypass OneTap or shift spend away from the Services with respect to such technicians or service providers. A breach of this Section shall entitle OneTap to (i) injunctive and other equitable relief and (ii) liquidated damages equal to the platform fees that would have been earned on such engagements for the remainder of the restricted period (and, if the engagement term is not readily determinable, for a period of twelve (12) months from the date of breach), which the parties agree is a reasonable estimate of damages and not a penalty, plus reimbursement of OneTap's reasonable attorneys' fees and costs to enforce this Section.

2.5 Anti-Manipulation

Customer shall not route maintenance transactions outside the Services to avoid fees. If OneTap reasonably determines fee avoidance behavior (including misclassification, off-platform invoicing, or use of alternative channels for leads or technicians originated through the Services), OneTap may (a) adjust the Committed Monthly Customer Gross Bookings to reflect historical averages and/or reasonably projected volumes and (b) invoice Customer for fees that would have been due based on OneTap's reasonable estimate of Customer Gross Bookings. Customer shall maintain records sufficient to verify compliance and shall provide such records upon request.

2.6 Ownership

OneTap owns and retains all right, title, and interest in and to the Services and all related technology and materials, including software, interfaces, designs, Documentation, templates, workflows, know-how, and any improvements or derivatives thereof ("OneTap Materials"). Customer owns Customer Data. Customer grants OneTap a non-exclusive, worldwide, royalty-free right to host, copy, transmit, display, process, and otherwise use Customer Data solely to provide, secure, support, and improve the Services and as otherwise permitted under this Agreement. Any feedback provided by Customer may be used by OneTap without restriction or obligation.

2.7 Aggregated Data Rights

OneTap may collect, analyze, create, commercialize, train machine learning systems on, and otherwise use Aggregated Data (and any learnings, derived data, models, or improvements resulting therefrom) for any lawful business purposes without restriction, and OneTap owns all right, title, and interest in and to Aggregated Data and such learnings and improvements.

2.8 AI Acknowledgment

Certain features utilize automated systems and artificial intelligence, including the TrueRate Estimate system. Customer remains solely responsible for reviewing, testing, and validating any outputs before relying upon them in operational, compliance, safety, employment, or financial decisions, and Customer acknowledges outputs may be inaccurate or incomplete and are not professional advice.

3. Commercial Terms

3.1 Platform Fee

Customer Platform Fee = 13% x Customer Gross Bookings

3.2 True-Up

If Actual Monthly Customer Gross Bookings fall below the committed amount:

True-Up Platform Fee = 13% x True-Up Amount

Strict month-by-month evaluation. No carry-forward. No waiver by OneTap of any True-Up right shall occur absent OneTap's express written waiver signed by an authorized officer.

3.3 Audit Rights

Customer must maintain accurate books and records sufficient to verify Customer Gross Bookings and compliance with this Agreement for a period of three (3) years following each billing period. OneTap may audit up to twice per calendar year, or at any time upon reasonable suspicion of non-compliance, upon ten (10) days' written notice, during normal business hours (and OneTap may conduct remote audits where reasonably feasible). Underpayments exceeding three percent (3%) of the fees owed for the audited period require Customer to reimburse OneTap's reasonable audit costs plus interest at the rate specified in Section 4.4, calculated from the original due date. Customer shall provide OneTap or its designated auditor with reasonable access to relevant records, systems, and personnel and shall not unreasonably delay or impede any audit.

3.4 Taxes

All fees are exclusive of Taxes. Customer is responsible for applicable Taxes. If Customer is required to withhold any Taxes from any payment, Customer shall gross up the payment so that OneTap receives the full amount invoiced as if no withholding had been required, and Customer shall provide reasonable documentation of such withholding upon request. Any tax exemption claimed by Customer must be supported by valid exemption documentation provided to OneTap in advance.

3.5 Fee Adjustment

OneTap may adjust its fees, including the Customer Platform Fee percentage and subscription rates, upon sixty (60) days' prior written notice for any reason, including changes in the cost of providing Services, changes in law or regulation, market conditions, or platform investment. Fee adjustments shall take effect at the start of the next Subscription Term renewal or, for mid-term adjustments, sixty (60) days following written notice. If Customer objects to a fee adjustment, Customer's sole remedy is to provide timely non-renewal notice under Section 5.2 and allow the Agreement to expire at the end of the then-current Subscription Term, subject to payment of all fees at the then-current rates through expiration. Continued use of the Services after the effective date of a fee adjustment constitutes Customer's acceptance of the new fees.

4. Billing; Payment; Enforcement

For general payment processing terms applicable to all Users, see also: Payment Terms and Payment Policy.

4.1 Automatic Authorization

Customer authorizes automatic charging of all fees, including True-Up Charges, using the payment method(s) on file (including ACH where enabled), and authorizes OneTap to re-initiate charges if a transaction is declined and to update payment method information received from Customer's bank or payment network. Payment services are facilitated through OneTap's FDIC-insured banking partner and third-party financial technology providers.

4.2 Payment Terms

Invoices due in fifteen (15) days. Customer shall pay all undisputed amounts when due and shall notify OneTap in writing of any good-faith dispute within fifteen (15) days after receipt of an invoice, specifying the basis for the dispute in reasonable detail; failure to do so waives the dispute. True-Up invoices due upon receipt.

4.3 No Offset

Customer may not withhold, offset, recoup, or deduct any amounts, whether due to a counterclaim or otherwise.

4.4 Interest

Past due amounts accrue at 1.5% per month (or maximum permitted), compounded monthly, from the due date until paid in full, and OneTap may also charge reasonable administrative fees for failed payments to the extent not prohibited by law.

4.5 Acceleration Upon Insolvency

Upon Customer's: (a) general assignment for the benefit of creditors; (b) appointment of a receiver, trustee, or similar officer; (c) filing of a voluntary petition in bankruptcy; or (d) filing of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days, all amounts due or to become due for the then-current Subscription Term (including any minimum commitments, True-Up Charges, and other fees) shall, to the maximum extent permitted by applicable law (including 11 U.S.C. Section 365), become immediately due and payable. To the extent such acceleration is unenforceable as an ipso facto clause under applicable bankruptcy law, OneTap expressly reserves all rights available to it as a licensor of intellectual property under 11 U.S.C. Section 365(n) and all other applicable provisions of the Bankruptcy Code.

4.6 Suspension

OneTap may suspend Services for nonpayment and may also suspend or limit access to the Services immediately upon notice if OneTap reasonably determines (a) Customer's use poses a security risk to the Services or any third party, (b) Customer is in material breach, or (c) suspension is required by law. OneTap will use commercially reasonable efforts to restore access following cure, but OneTap shall have no liability for any suspension or limitation permitted under this Agreement.

4.7 Collection Costs

Customer must reimburse reasonable collection and enforcement costs (including reasonable attorneys' fees and court costs).

5. Term; Termination

5.1 Term

Continues through all Subscription Terms and any renewals thereof unless earlier terminated in accordance with this Agreement.

5.2 Renewal

Automatic 12-month renewal unless 60 days' prior written notice of non-renewal is provided in accordance with the notice requirements set forth in this Agreement.

5.3 Cure Period

30 days for material breach (provided that if the same or a similar breach occurs more than once, OneTap may terminate immediately upon notice). 10 days for payment default (cure requires payment in full of all past due amounts plus accrued interest and costs).

5.4 Early Cancellation

Early Cancellation Amount = 13% x Committed Monthly Customer Gross Bookings x Remaining Months

plus any accrued and unpaid fees and any True-Up Charges. The Early Cancellation Amount reflects OneTap's platform-fee interest (at the rate set forth in Sections 1.9 and 3.1) in the Committed Monthly Customer Gross Bookings through the remainder of the then-current Subscription Term. Parties acknowledge this represents a reasonable estimate of damages and not a penalty, that actual damages would be difficult to ascertain, and that this amount is a material inducement to OneTap to enter into this Agreement.

5.5 Effect of Termination

Customer must pay all accrued fees, True-Up Charges, and Early Cancellation Amount (if applicable) immediately upon termination (or, if earlier, when due). Upon termination, all licenses granted to Customer hereunder immediately terminate and Customer shall cease all use of the Services.

5.6 No Termination for Convenience

Customer has no right to terminate this Agreement or any Order Form for convenience. The sole mechanism by which Customer may exit a Subscription Term prior to its expiration is payment of the Early Cancellation Amount set forth in Section 5.4. Any purported termination for convenience by Customer shall be null and void and shall not relieve Customer of its payment obligations for the remainder of the Subscription Term, and Customer's cessation of use of the Services shall not be deemed a termination or relieve Customer of any obligation. OneTap's right to terminate for Customer's material breach or payment default under Section 5.3 shall not be construed to grant Customer any corresponding right to terminate without cause.

6. Confidentiality

Mutual confidentiality obligations apply as set forth below. Compelled disclosure is permitted only in accordance with this Section and with notice where legally permissible.

Each party ("Receiving Party") agrees to (a) hold the disclosing party's ("Disclosing Party") Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, and contractors who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to exercise rights and perform obligations under this Agreement. The Receiving Party is responsible for any breach of this Section by its representatives. These obligations survive termination for five (5) years, except that obligations with respect to trade secrets shall continue indefinitely.

Confidential Information excludes information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is received from a third party without restriction.

If compelled by law or court order to disclose Confidential Information, the Receiving Party shall: (x) to the extent legally permitted, provide the Disclosing Party with prompt written notice prior to disclosure to permit the Disclosing Party to seek a protective order; (y) cooperate (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain confidential treatment; and (z) disclose only the minimum information legally required and use commercially reasonable efforts to ensure such disclosed information is treated confidentially.

Upon termination or written request, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and copies thereof; provided that the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or bona fide record retention policies, and in routine electronic backups, in each case subject to continued confidentiality obligations. Each party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages would be inadequate, entitling the Disclosing Party to seek injunctive or other equitable relief in addition to all other remedies available, without the requirement to post a bond or other security.

7. Support; Data; Indemnity; Compliance

7.1 Support

OneTap provides business-hours email support at support@onetapfix.com, available Monday through Friday, 9:00 AM to 6:00 PM Central Time, excluding U.S. federal holidays ("Standard Support"). OneTap will use commercially reasonable efforts to provide an initial response to standard-severity support requests within one (1) business day, with severity-based escalation procedures as described in the Documentation. Standard Support does not include a guaranteed resolution time, dedicated personnel, after-hours coverage, or premium service levels, which are available only under a separately executed support or SLA addendum. OneTap may update the scope, channels, and procedures of Standard Support from time to time by updating the Documentation.

7.2 SLA

OneTap will use commercially reasonable efforts to make the Services available on a 24/7 basis, excluding scheduled maintenance windows communicated at least forty-eight (48) hours in advance and circumstances beyond OneTap's reasonable control.

ONETAP DOES NOT WARRANT ANY SPECIFIC UPTIME LEVEL OR AVAILABILITY PERCENTAGE UNLESS EXPRESSLY SET FORTH IN A SEPARATE, SIGNED SLA ADDENDUM EXECUTED BY AN AUTHORIZED OFFICER OF ONETAP.

In the event OneTap elects, in its sole discretion, to offer service credits for platform unavailability, the scope, amount, eligibility, and timing of any such credits shall be determined solely by OneTap, and such credits shall constitute Customer's sole and exclusive remedy for any failure of the Services to be available, and shall not exceed the pro-rated monthly subscription fee attributable to the period of unavailability. OneTap has no obligation to offer service credits, and nothing in this Section shall be construed as creating any binding service-level commitment absent a separately executed SLA addendum. Service credits shall not apply to unavailability caused by: (i) Customer's acts or omissions; (ii) third-party service providers (including internet service providers or payment processors); (iii) force majeure events; or (iv) scheduled maintenance. Customer is not entitled to, and OneTap shall not be liable for, any other damages, credits, refunds, or remedies relating to availability or uptime.

7.3 Data Return

Customer may export Customer Data during the Customer Data Export Period. Customer is solely responsible for exporting Customer Data and for any migration to another system. OneTap is not liable for loss during Customer-directed export or migration. After the Customer Data Export Period, OneTap may delete Customer Data in accordance with its data retention practices, unless legally prohibited.

7.4 Data Liability Limitation

OneTap shall not be liable for unauthorized access to Customer Data unless caused solely by OneTap's failure to maintain commercially reasonable safeguards, and in no event shall OneTap be liable for the content of Customer Data or for any loss of profits, loss of business, or other consequential damages arising from any Security Incident.

7.5 Data Processing

To the extent OneTap processes Personal Data (as defined under applicable data protection laws) on behalf of Customer in connection with the Services, OneTap shall: (a) process such Personal Data only in accordance with Customer's documented instructions and applicable law; (b) implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Personal Data; (c) not sell, share, or use Personal Data for any purpose other than performing its obligations under this Agreement; (d) notify Customer of any confirmed Security Incident involving Customer's Personal Data without undue delay and in any event within seventy-two (72) hours of OneTap's confirmation of the incident, and cooperate with Customer in investigating and remediating the incident; (e) upon written request, provide Customer with a list of categories of subprocessors used in the processing of Personal Data; and (f) upon termination of this Agreement and the expiration of the Customer Data Export Period, delete or return Personal Data in accordance with Section 7.3, unless retention is required by applicable law.

OneTap may engage subprocessors to assist in the processing of Personal Data, provided that OneTap: (i) enters into written agreements with subprocessors imposing data protection obligations materially consistent with this Section; (ii) remains liable for the acts and omissions of its subprocessors; and (iii) makes available to Customer, upon request, a current list of subprocessors. OneTap shall notify Customer of any new subprocessor at least thirty (30) days prior to engagement, and Customer may object in writing within that period. If the parties are unable to resolve an objection, Customer may terminate the affected Order Form upon written notice.

The parties agree to negotiate in good faith and execute a standalone Data Processing Addendum ("DPA") upon Customer's reasonable request, to the extent required by applicable data protection laws. In the event of any conflict between a DPA and this Agreement, the DPA shall control with respect to data processing matters.

7.6 Third-Party Services Disclaimer

Services may integrate third-party providers (including payment processors). OneTap is not responsible for third-party acts or omissions, third-party terms, or third-party downtime, and Customer's use of any third-party service is solely between Customer and the applicable third party.

7.7 Indemnification

OneTap shall defend Customer against third-party claims that the Services, as delivered by OneTap and used in accordance with this Agreement, infringe a U.S. patent, copyright, or trademark; provided that: (a) Customer promptly notifies OneTap in writing of the claim; (b) OneTap has sole control of the defense and settlement (and may settle any claim that does not impose any admission of liability or payment obligation on Customer without Customer's consent); and (c) Customer provides reasonable cooperation. OneTap's indemnity obligations shall not apply to claims arising from: (i) Customer modifications or combinations of the Services with third-party products; (ii) Customer Data; (iii) use of the Services outside the scope of this Agreement or Documentation; (iv) Customer's failure to implement updates provided by OneTap; or (v) any open source or third-party components. If the Services become the subject of an IP claim, OneTap may, at its option, (A) procure the right to continued use, (B) modify the Services to be non-infringing, or (C) terminate the applicable Order Form and refund prepaid subscription fees actually paid to OneTap for unused periods of the terminated subscription (excluding any platform fees, usage-based fees, or amounts owed).

THIS SECTION STATES ONETAP'S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR INTELLECTUAL PROPERTY INFRINGEMENT.

Customer shall defend, indemnify, and hold harmless OneTap, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer Data, including any claim that Customer Data infringes third-party intellectual property rights or violates applicable law; (ii) Customer's violation of this Agreement or any applicable law or regulation; (iii) claims by Customer's end-users, guests, tenants, invitees, or employees arising from maintenance services performed through the platform; (iv) Customer's failure to obtain required consents for submission of data to the platform; (v) any claims by technicians or service providers arising from or relating to Customer's direction, conduct, control, or treatment on job sites (which indemnity is in addition to, and not in limitation of, Customer's indemnification obligations set forth in Section 2.3(d)); (vi) bodily injury, death, or property damage arising from Customer's premises, acts, or omissions; or (vii) Customer's use of the Services in a manner that results in a claim against OneTap by any third party.

OneTap's IP indemnification obligation is subject to the liability cap in Section 11. Customer's indemnification obligations are expressly not subject to the liability cap and are unlimited.

7.8 Regulatory Disclaimer

OneTap does not represent or warrant compliance with any Customer-specific regulatory regimes (including any industry, safety, employment, privacy, or security obligations). Customer is solely responsible for regulatory compliance.

7.9 Export Controls

Customer shall not use Services in violation of export laws or sanctions.

8. Warranties; Disclaimer

Services will materially conform to Documentation during the applicable Subscription Term. Customer's sole and exclusive remedy for breach of this warranty is for OneTap to use commercially reasonable efforts to correct the nonconformity, provided Customer notifies OneTap in writing within thirty (30) days after discovery.

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS," AND ONETAP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Customer acknowledges it is not relying on any representations, warranties, promises, or statements not expressly set forth herein, and that no OneTap employee or contractor has authority to make any binding commitments except as expressly set forth in a signed writing by an authorized officer of OneTap.

9. Customer Representations and Warranties

Customer represents and warrants that: (a) it has full legal authority to enter into this Agreement and perform its obligations hereunder; (b) Customer Data does not infringe any third-party intellectual property rights or violate any applicable law or regulation; (c) Customer has obtained all necessary consents from individuals whose personal information is included in Customer Data; (d) Customer will use the Services solely for lawful purposes and in compliance with all applicable laws, including employment and labor laws with respect to its use of technician services; (e) Customer's execution of this Agreement does not breach any other agreement to which Customer is a party; (f) all financial information and booking information provided by Customer in connection with this Agreement is accurate and complete; and (g) Customer will protect and control its credentials, promptly notify OneTap of any unauthorized access, and is responsible for all activity conducted through its accounts. These representations survive termination of this Agreement.

10. Insurance; Business Continuity

OneTap maintains commercially reasonable general liability and cyber liability insurance and disaster recovery procedures; however, such coverage is for OneTap's benefit and does not limit Customer's obligations or create any rights in Customer. Customer's insurance obligations are tiered based on Customer type as identified in the applicable Order Form:

(a) Enterprise and Commercial Customers (including property management companies, multi-location operators, franchise groups, hospitality brands, and HOAs managing five or more units or locations) shall, at their own expense, procure and maintain: (i) Commercial General Liability with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) Workers' Compensation as required by applicable law; and (iii) Employer's Liability with limits of not less than $500,000. Enterprise and Commercial Customers shall name OneTap Maintenance Corporation (and its affiliates, directors, officers, employees, and agents) as additional insureds on their CGL policy on a primary and non-contributory basis, include a waiver of subrogation in favor of OneTap to the extent permitted by law, and provide a certificate of insurance within ten (10) business days of OneTap's written request. Customer shall provide at least thirty (30) days' prior written notice to OneTap of any cancellation or material reduction in coverage (or the maximum notice available). Failure to maintain required coverages shall constitute a material breach.

(b) Small Business and Residential Customers (including individual property owners, single-location operators, and residential users) are strongly encouraged to maintain general liability insurance appropriate to their circumstances. OneTap does not impose a minimum coverage requirement for this tier but strongly recommends a minimum of $300,000 in personal or commercial general liability coverage where technicians will access the Customer's premises. Failure to maintain insurance does not constitute a breach of this Agreement for this tier, but Customer acknowledges that it bears sole risk of uninsured losses arising from technician work on its premises and waives any claim against OneTap to the extent such loss would have been covered by insurance Customer should have maintained.

11. Limitation of Liability

11.1 Excluded Damages

NO LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap

Aggregate liability shall not exceed the fees actually paid to OneTap in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies to all claims of any kind (contract, tort, or otherwise) and in the aggregate for the Agreement. The cap applies in the aggregate and will not increase due to multiple claims.

11.3 Exceptions

Limitations do not apply to:

• Customer payment obligations
• A party's own willful misconduct or fraud
• Customer's indemnification obligations under Section 7.7
• Customer's non-circumvention and anti-manipulation obligations under Sections 2.4 and 2.5
• Customer's breach of confidentiality obligations under Section 6

OneTap's IP indemnity obligation under Section 7.7 remains subject to the cap. Customer's indemnity obligations under Section 7.7 are expressly excluded from and not subject to the cap.

12. Dispute Resolution; Waivers

The parties expressly acknowledge and agree that, notwithstanding any arbitration or alternative dispute resolution provision that may apply to consumer or individual users under the Terms of Service, disputes arising under this Enterprise Master Services Agreement shall be resolved by litigation in the courts specified in Section 13.1, and the parties have intentionally elected litigation over arbitration for all commercial disputes between them. No provision of the Terms of Service requiring arbitration shall be construed to apply to this Agreement.

Parties will attempt executive negotiation; provided that OneTap may seek immediate injunctive or equitable relief for breaches of Sections 2.2, 2.4, 2.5, or 6 without first engaging in executive negotiation.

Any claim must be brought within twelve (12) months after accrual, except the following claims, which shall be governed by the applicable Tennessee statute of limitations: (a) OneTap's claims for unpaid fees, True-Up Charges, or Early Cancellation Amounts; (b) intellectual property infringement claims; (c) non-circumvention and anti-manipulation violations under Sections 2.4 and 2.5; (d) confidentiality breaches under Section 6; and (e) claims arising from fraud or willful misconduct. The parties agree that this Section shortens any otherwise applicable limitations period to the maximum extent permitted by law.

EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

Each party waives participation in class, collective, or representative actions.

Either party may seek injunctive relief in Tennessee courts, including to enforce restrictive covenants and confidentiality obligations.

13. General Provisions

13.1 Governing Law

This Agreement is governed exclusively by Tennessee law. Venue lies exclusively in Tennessee state or federal courts, and each party irrevocably submits to personal jurisdiction in such courts and waives any objection based on inconvenient forum.

13.2 Assignment

OneTap may assign this Agreement, in whole or in part, without Customer's consent, to any affiliate or in connection with a merger, acquisition, reorganization, financing transaction, or sale of all or substantially all of OneTap's assets or equity, and any permitted assignee may further assign on the same basis. Customer may not assign this Agreement, any Order Form, or any rights or obligations hereunder, whether by operation of law, change of control, merger, or otherwise, without OneTap's prior written consent, which may be withheld in OneTap's sole discretion. Any purported assignment by Customer without OneTap's consent shall be null and void. OneTap's consent to one assignment shall not constitute consent to any subsequent assignment. A change of control of Customer (including any transaction in which more than fifty percent (50%) of Customer's voting securities are transferred) shall constitute an assignment requiring OneTap's consent. Any assignment shall not relieve Customer of its obligations incurred prior to the effective date of the assignment.

13.3 No PO Terms

Preprinted terms on Customer purchase orders do not modify this Agreement, and any such terms are void and of no effect even if referenced in an Order Form or submitted in connection with payment, unless expressly agreed in a signed writing by an authorized officer of OneTap.

13.4 Independent Contractors

Parties are independent contractors.

13.5 Force Majeure

Force majeure does not excuse Customer payment obligations, and OneTap shall not be liable for any failure or delay in performance (including availability) due to force majeure events.

13.6 Entire Agreement

This Agreement and Order Forms constitute the entire agreement. This Enterprise Master Services Agreement is supplemental to the Terms of Service, which govern general Platform usage.

13.7 Amendments

Must be in signed writing (including electronic signature) by authorized representatives of both parties.

13.8 Severability

Invalid provisions reformed to maximum enforceable extent.

13.9 Survival

The following provisions survive termination or expiration of this Agreement: Section 1 (Definitions, to the extent needed to interpret surviving provisions); Sections 2.2 (Restrictions), 2.4 (Non-Circumvention), 2.5 (Anti-Manipulation), 2.6 (Ownership), and 2.7 (Aggregated Data Rights); Sections 3 and 4 with respect to payment obligations accrued prior to or arising in connection with termination; Section 5.4 (Early Cancellation) and Section 5.5 (Effect of Termination); Section 6 (Confidentiality); Section 7.4 (Data Liability Limitation), Section 7.7 (Indemnification), and Section 7.8 (Regulatory Disclaimer); Section 8 (Warranties; Disclaimer); Section 9 (Customer Representations and Warranties); Section 11 (Limitation of Liability); Section 12 (Dispute Resolution; Waivers); and this Section 13 (General Provisions). In addition, any other provision which by its nature is intended to survive (including enforcement of restrictive covenants and any accrued payment obligation) shall survive.

13.10 Electronic Signatures

Electronic signatures (including DocuSign) are valid and binding.

13.11 Securities Disclosure

OneTap may disclose this Agreement as required by securities laws and may also disclose this Agreement to its affiliates, potential and actual investors, acquirers, lenders, and professional advisors under customary confidentiality obligations.