MASTER SUBSCRIPTION AGREEMENT

This MASTER SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of the last signature date entered below (the "Effective Date") by and between Wynd Technologies, Inc., a Delaware corporation ("Wynd") with a place of business located at 1037 S Claremont St, San Mateo, CA 94402, and [Customer Name], a [State of Incorporation] [entity type] ("Customer"), with principal offices located at [Customer Address]. Wynd and Customer may each be referred to as a "party" and collectively as the "parties".

If Customer is a public housing authority, municipality, school district, tribal entity, or other governmental or quasi-governmental body, or if Customer will pay for the Products or Services in whole or in part with federal financial assistance, the parties must also execute the Public Agency and Federally Assisted Customer Rider attached as Exhibit A, which controls over this Agreement to the extent of any conflict.

1. Services; Payment Terms; Lease; Term; Rent; Sales; Title; Risk of Loss; SaaS Fees; and Shipping.

1.1 The specific services to be provided under this Agreement are as set forth in an applicable order form ("Order Form") hereinafter, collectively, the "Services". Upon mutual execution by and between the parties, an Order Form will be incorporated herein and made a part hereof. In case of conflict or ambiguity, this Agreement controls, except that (a) an Order Form controls as to any commercial term the Order Form is designed to state, including pricing, unit counts, Deployment Sites, term length, and billing frequency, and (b) an Order Form otherwise controls only where it expressly identifies the Section of this Agreement being modified by Section number and states the parties' intent to modify it. Any pre-printed, standard, or online terms appearing on or referenced by a purchase order, vendor portal, supplier registration, invoice, or acknowledgment are of no force or effect and are hereby rejected, regardless of whether Wynd signs, acknowledges, or performs against such document.

1.2 The Services to be provided under this Agreement may include Wynd's sale and Customer's purchase of individual hardware Products listed in an applicable Order Form, or Wynd's lease to Customer of hardware Products, as designated in that Order Form. If an Order Form does not designate a Product as purchased, it is leased. For purchased Products, risk of loss passes to Customer upon delivery to the Deployment Site, and title and ownership pass to Customer upon Wynd's receipt of payment in full for that Product and not before. Until title passes, Wynd retains a purchase-money security interest in the Product and its proceeds. For leased Products, Wynd retains title and ownership at all times, and Customer will keep the Products free of all liens, security interests, and encumbrances and will not affix them to real property in a manner that would make them a fixture. Customer authorizes Wynd to file Uniform Commercial Code financing statements, continuations, and amendments, including precautionary lease filings, describing the Products in any applicable jurisdiction.

1.3 The Software and Data (as defined below) and Services can never be owned by Customer and remain a leased solution, unless otherwise agreed between the parties in writing. As applicable, and as otherwise set forth in an applicable Order Form, Wynd hereby leases to Customer, and Customer hereby leases from Wynd, subject to the terms and conditions of this Agreement, the Software and Data and Services for an initial subscription term set forth in the applicable Order Form, beginning on the Commencement Date (the "Initial Term"). The "Commencement Date" is the earlier of (i) the date Wynd delivers written notice that Products have been installed and connected at locations representing more than fifty percent (50%) of the total unit count stated in the Order Form, and (ii) ninety (90) days after the first delivery of Products under that Order Form. Clause (ii) applies regardless of whether installation has occurred and does not require Customer's cooperation or acceptance.

Upon expiration of the Initial Term, this Agreement and any applicable Order Forms shall automatically renew for successive one (1) year periods (each, a "Renewal Term" and, together with the Initial Term, the "Term"), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. If timely written notice of non-renewal is not given, this Agreement and applicable Order Forms will automatically renew, and Customer shall be bound and obligated to pay the applicable Subscription Fees for the subsequent one (1) year Renewal Term. The Products shall automatically include any replacements and repairs thereto furnished by Wynd.

Where the law of the jurisdiction governing Customer's contract requires a supplier to give advance notice of an automatic renewal as a condition of that renewal being enforceable, Wynd will give Customer written notice within the period and by the method that law requires, calling attention to the automatic renewal provision and stating the deadline for notice of non-renewal. If Wynd fails to give a notice required under this paragraph, the deadline for Customer's notice of non-renewal is extended to the date thirty (30) days after Wynd actually gives it, and the then-current Term is extended on the same terms until that deadline passes. This extension is Customer's sole and exclusive remedy for any failure by Wynd to give the notice, and such a failure is not a material breach of this Agreement.

Wynd may increase Subscription Fees effective at the start of any Renewal Term on at least seventy-five (75) days' written notice before the end of the then-current Term. No single increase will exceed the greater of five percent (5%) or the increase in the U.S. Consumer Price Index for All Urban Consumers over the preceding twelve (12) months. If Wynd notices an increase above that limit, Customer may give notice of non-renewal within thirty (30) days of that notice notwithstanding the sixty (60) day deadline above.

Customer shall pay to Wynd rent and software-as-a-service (SaaS) fees and any other applicable fees, which are set forth in an applicable Order Form. "Subscription Fees" means all recurring fees payable under an Order Form, including SaaS fees, monthly or periodic lease rates for leased Products, monitoring fees, and recurring support fees, and excludes one-time charges for purchased Products, installation, and professional services. For leased or rented Software and Data, Wynd retains title to the Software and Data and no right, title, or interest in the Software and Data shall pass to Customer except as expressly set forth in this Agreement, or in an applicable Order Form. Customer shall keep the leased or rented Software and Data free and clear of all security interests, claims, liens, and encumbrances.

1.4 Customer will pay undisputed invoices within thirty (30) days of Customer's receipt of an invoice.

Disputes. If Customer disputes an invoiced amount in good faith, Customer must give Wynd written notice within fifteen (15) days of the invoice date identifying the specific line item disputed, the amount, and the factual basis in reasonable detail, and must pay all other amounts when due. A general reservation of rights, a non-specific objection, a request for backup documentation, or an internal approval delay is not a valid dispute, and the amount it purports to cover is payable. The parties will escalate and negotiate in good faith for thirty (30) days. If the dispute is not resolved in that period, the amount ceases to be disputed for all purposes under this Agreement and becomes payable within ten (10) days, unless Customer has filed suit under Section 15 before the end of that period. Wynd will refund with interest any amount a court determines was not owed.

No setoff. Except for an amount validly disputed under this Section and for so long as it remains disputed, Customer will pay all amounts due without setoff, deduction, recoupment, withholding, or counterclaim. Customer's payment obligations are independent of Wynd's performance obligations, and a notice asserting a right to terminate does not suspend payment. Fees continue to accrue during any cure period and during any dispute over whether a termination was valid.

Late payment. Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer will reimburse Wynd for reasonable costs of collection, including collection agency fees, court costs, and reasonable attorneys' fees.

Suspension. If any undisputed amount is more than thirty (30) days overdue, Wynd may, on ten (10) days' written notice and without terminating this Agreement or any Order Form, suspend Customer's access to the Services and all support obligations until payment is made in full. Suspension does not relieve Customer of any payment obligation, Subscription Fees continue to accrue during suspension, and the service levels in Section 2.6 do not apply during suspension. Wynd may charge a reasonable reinstatement fee. Suspension is in addition to, and not in lieu of, Wynd's right to terminate under Section 6(a).

Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, personal property, and similar taxes and levies arising from this Agreement, other than taxes on Wynd's net income. Personal property taxes assessed on leased Products are Customer's responsibility. A tax-exempt Customer will provide a valid exemption certificate before invoicing.

Support. Customer will notify Wynd of any Product failure by submitting a support request as follows:

• Website address: hellowynd.com

• Email address: support@hellowynd.com

Support services are available Monday – Friday 9:00 AM – 5:00 PM PT, excepting any holidays observed by Wynd ("Support Window"). Upon receipt of a support request submitted during the Support Window, Wynd will respond within eight (8) business hours for major support requests (defined as a system outage affecting 30% or more of units) and within twenty-four (24) business hours for standard support requests, and will use commercially reasonable efforts to resolve them. For purposes of this Agreement, a "business hour" is an hour falling within the Support Window and a "business day" is Monday through Friday excluding holidays observed by Wynd.

1.5 Products shipped to Customer's facilities shall be packaged in such manner as to preclude all reasonably anticipated in-transit damage in accordance with commercial standards. All shipments of Products will be clearly labeled with the shipping address stated on the applicable Order Form, recipient's name and, if applicable, building and room number. Shipment terms are FOB Destination, freight pre-paid and included. Customer will, at its expense, provide suitable installation locations, electrical power, network connectivity, and safe access at each Deployment Site as reasonably required for installation, operation, maintenance, and removal of Products. Wynd is not responsible for Service interruptions or data gaps to the extent caused by Customer's failure to do so, and such interruptions do not excuse payment.

1.6 Delivered Products will be inspected by Customer within fifteen (15) business days of delivery. Products not rejected within that period by written notice identifying the specific nonconformity with the Order Form specifications will be deemed accepted by Customer. Upon timely notice, Wynd's obligation, and Customer's sole and exclusive remedy, is to repair or replace the nonconforming Product at Wynd's expense, including return freight and risk of loss in transit. If Wynd fails to deliver a conforming Product after two (2) replacement attempts within forty-five (45) days of the original notice, Customer may cancel the affected line item and receive a refund of amounts paid for that item. For the avoidance of doubt, a nonconforming Product does not entitle Customer to terminate this Agreement, any Order Form in whole, or any Services other than Services attributable to the cancelled item.

1.7 Wynd may modify, update, or replace Product models and Software functionality from time to time. Wynd will give at least ninety (90) days' written notice before discontinuing or eliminating a Core Function. "Core Function" means particulate and sound-level sensing at the Deployment Sites, transmission of that data to the Services, and Customer's ability to view it and receive alerts. If Wynd eliminates a Core Function without offering a substantially equivalent replacement at no additional cost, Customer may terminate the affected Order Form on thirty (30) days' written notice given within sixty (60) days after the earlier of Wynd's notice and the date Customer first becomes aware of the elimination, and Wynd will refund prepaid, unused Subscription Fees for the terminated portion of the Term. This is Customer's sole and exclusive remedy for any product change, modification, or discontinuation.

2. Software and Data; Confidentiality; Proprietary Rights; Policy; Support Services.

2.1 Wynd will use commercially reasonable efforts to provide Customer the Services described in the Order Form. To the extent the Products contain or consist of any software that is owned by Wynd, Wynd hereby grants Customer a limited, non-exclusive, royalty-free, non-transferable, non-sublicensable license to use such software, including the Software and Data, for the sole purpose of operating the Products as the Products are intended to be operated and to install, use, access, run, or otherwise interact with the Services for Customer's own internal operations at the Deployment Sites identified in the applicable Order Form. This license is subject to Customer's compliance with the restrictions below and to Wynd's suspension and termination rights in Sections 1.4 and 6. Customer will not (and will not permit any third party to), directly or indirectly, (a) copy, alter, reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, or underlying structure, ideas, know-how, or algorithms of any software, documentation, or data related to the Products or Services (the "Software and Data"), or sublicense, sell, transfer, lease, or disclose any of the same, (b) modify, translate, or create derivative works based on the Software and Data, (c) use the Software and Data for the benefit of a third party or in a service bureau arrangement, or (d) use the Software and Data for competitive analysis, benchmarking, or to develop a competing product. Customer is responsible for the security of its user credentials and for all acts and omissions of its authorized users, which are deemed Customer's own. To the extent any third party software is provided by Wynd to Customer in connection with the Products, such third party software is subject to the terms and conditions of separate license or other agreements supplied by the applicable third party licensor, as set forth in an applicable Order Form, and to the extent not inconsistent with the terms and conditions set forth herein.

2.2 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Wynd includes non-public information regarding features, functionality, performance, or pricing of the Products or Services. Proprietary Information of Customer includes non-public data provided by Customer to Wynd to enable the provision of the Services or ascertained by Wynd through Customer's access to and use of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Receiving Party shall at all times remain responsible for the acts and omissions of its employees, contractors, subcontractors, agents, and representatives under this Agreement and of any third party to whom it discloses Proprietary Information belonging to the Disclosing Party. Except with respect to Customer Data, which shall at all times be treated as confidential, the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof, or to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, provided the Receiving Party gives prompt notice where legally permitted and reasonably cooperates in any effort to seek protective treatment. Each party may seek injunctive relief for breach of this Section without posting bond.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Wynd's standard published policies then in effect (the "Policy"), to the extent that a copy of the Policy is made available by Wynd to Customer and such Policy is not inconsistent with the terms and conditions set forth in this Agreement, and all applicable laws and regulations. Although Wynd has no obligation to monitor Customer's use of the Services, except as otherwise provided herein and in an applicable Order Form, Wynd may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing, subject to the terms and conditions set forth in this Agreement.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Products or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like; provided, however, other than access to the internet and any related hardware and software required for such access, all equipment and/or third-party licenses required for the provision or delivery of Services specified in an applicable Order Form will be included in such Order Form.

2.5 Wynd may identify Customer by name and logo in its customer lists, website, and sales materials as a customer of Wynd, and Customer may withdraw that permission at any time on thirty (30) days' written notice. Any other public use of a party's name, trade name, trademarks, service marks, or logos, or any reference to the other party in a media release, public announcement, public disclosure, case study, or marketing materials relating to this Agreement, requires the prior written consent of the other party granted for each such instance.

2.6 Wynd will use commercially reasonable efforts to make the Services available at least ninety-nine and one-half percent (99.5%) of the time in each calendar month ("Monthly Uptime"), and to maintain a Device Reporting Rate of at least ninety-five percent (95%) in each calendar month. "Device Reporting Rate" means the percentage of Products installed and energized at a Deployment Site that successfully transmit data to the Services during the month, excluding units that Customer has powered down, removed, obstructed, tampered with, or relocated, units at sites where Customer has not maintained the connectivity and power required by Section 1.5, and units awaiting a replacement Customer has not returned or permitted access to service.

Monthly Uptime excludes downtime resulting from: (i) Customer network, facility, internet service provider, or power failures; (ii) previously scheduled maintenance, with at least seventy-two (72) hours' advance written notice; (iii) emergency maintenance reasonably required to address a security or stability risk; (iv) Customer's failure to use the Services in accordance with written operating instructions made available by Wynd; (v) suspension under Section 1.4; (vi) acts or omissions of Customer or its authorized users; or (vii) Force Majeure Events. Unavailability is deemed to begin when Wynd receives a support request describing the issue or when Wynd's own monitoring detects it, whichever is earlier. Wynd's monitoring records are the authoritative measure absent manifest error.

If Monthly Uptime falls below 99.5% or the Device Reporting Rate falls below 95% in a calendar month, and Customer requests a credit in writing to support@hellowynd.com within thirty (30) days after the end of that month, Wynd will issue a credit against future Subscription Fees as follows:

Where the Device Reporting Rate falls below 95%, the credit equals the monthly Subscription Fees attributable to the non-reporting units for that month. Credits under this Section together are capped at thirty percent (30%) of the Subscription Fees for the affected Order Form for the affected month, are applied against future invoices, are not payable in cash, and do not accumulate beyond that cap. The parties acknowledge and agree that these credits are a good-faith estimate of the loss from a failure to meet the service levels described above, and are not a penalty. These credits are Customer's sole and exclusive remedy for any failure to meet a service level, for any failure of Products to report, transmit, detect, or generate alerts, and for any unavailability of the Services, other than a Chronic Service Failure as defined below.

A "Qualifying Month" is a calendar month in which Monthly Uptime is below ninety-seven percent (97%) or the Device Reporting Rate is below ninety percent (90%). If three (3) consecutive Qualifying Months occur, Customer may give Wynd written notice identifying them. If Wynd does not achieve both a Monthly Uptime of at least 99.5% and a Device Reporting Rate of at least 95% in the first full calendar month beginning after that notice, a "Chronic Service Failure" has occurred, and Customer may terminate the affected Order Form by written notice given within thirty (30) days after the end of that month and receive a pro-rated refund of prepaid, unused Subscription Fees for the terminated portion of the Term. This is Customer's sole and exclusive remedy for chronic service failure, and the right lapses if not exercised within that thirty (30) day window.

Wynd shall maintain and, at Customer's written request, provide Customer with a copy of a transaction list documenting all credits issued by Wynd to Customer during a subscription term under an applicable Order Form.

3. Warranties; Disclaimer.

(i) Wynd represents and warrants that the Products and its delivery and performance of the Services shall not violate any proprietary rights of third parties and that Wynd's rendering of the Services shall not violate any applicable laws, rules or regulations or violate any contractual obligations or confidential relationships which Wynd may have with any third party.

(ii) Wynd represents and warrants that Wynd will maintain all necessary local, state, and federal licenses and certifications required to legally deliver the Products and Services described in the Order Form and that it has all rights, approvals, and authorizations necessary to provide such Products and Services.

(iii) Wynd represents and warrants that it possesses the experience, expertise and qualifications necessary to perform the Services in a good, professional and workmanlike manner, and that the Services will substantially conform to Wynd's then-current documentation.

(iv) Wynd represents and warrants that it will promptly notify Customer of any material delay or defect in the manufacture and supply of the Products, and that the individual hardware Products will be free from defects in materials and workmanship under normal use for twelve (12) months following acceptance in the case of purchased Products, and for the duration of the applicable Order Form term in the case of leased Products.

(v) Wynd represents and warrants that upon becoming aware of a material security vulnerability in the Products that materially affects Customer, Wynd will notify Customer and provide instructions to mitigate the risk of exploitation, and will provide a patch release or security update as soon as commercially practicable after it becomes available.

(vi) Wynd represents and warrants that it will not knowingly access or attempt to access Customer's network or cloud resources outside the scope of, or beyond what is reasonably necessary to perform, this Agreement, and will not download information from Customer's cloud accounts or other external source files except as necessary to perform the Services.

(vii) Wynd represents and warrants that it has used generally accepted industry practices designed to ensure that the Products and Services furnished to Customer are free from computer viruses and undocumented and unauthorized methods for terminating or disrupting the operation of, or gaining access to, Customer's computer systems, computing resources, or data.

(viii) Wynd represents and warrants that no claim, lien, or action exists or, to its knowledge, is threatened against Wynd that would interfere with Customer's use or purchase of the Products, and that the Products are new and do not contain used or reconditioned parts, unless otherwise specified in an applicable Order Form.

(ix) Wynd represents and warrants that all Product parts, including replacement or spare parts, shall conform with any other related requirements set forth in this Agreement or an applicable Order Form.

(x) Any other warranties will be as set forth in an applicable Order Form.

Warranty remedy. Customer must give Wynd written notice of any breach of the warranties in this Section within thirty (30) days of discovery, describing the breach in reasonable detail. Wynd will, at its option, repair or replace the affected Product or repair or re-perform the affected Services. If Wynd determines that neither is commercially reasonable, either party may terminate the affected Order Form and Wynd will refund prepaid, unused fees for the terminated portion of the Term. This is Customer's sole and exclusive remedy, and Wynd's entire liability, for breach of any warranty in this Section 3. These warranties do not apply to the extent a nonconformity results from (a) Customer's misuse, abuse, or use contrary to the documentation or this Agreement, (b) modification, repair, or installation by anyone other than Wynd or its authorized contractors, (c) third-party products, services, networks, or connectivity, (d) Customer's environment, systems, or data, or (e) a Force Majeure Event.

Customer warranties. Customer represents and warrants that (a) it has the right to install Products at each Deployment Site and to grant Wynd access, (b) it has and will maintain all rights, consents, and authorizations necessary for Wynd to process Customer Data as contemplated, (c) it will comply with Section 5(d) and with all laws applicable to its use of the Products and Services, and (d) it has completed any competitive bidding, procurement, budget authorization, appropriation, or board approval required for it to enter into and fully perform this Agreement for the entire Term, and no further approval is required. Customer acknowledges that Wynd is relying on these representations in agreeing to the Term and the pricing.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND IN AN APPLICABLE ORDER FORM, THE PRODUCTS, SERVICES, AND SOFTWARE AND DATA ARE PROVIDED "AS IS", AND WYND MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, CAPACITY, QUALITY, DURABILITY, VALUE, PERFORMANCE, TITLE, NON-INFRINGEMENT OR OPERATION OF THE PRODUCTS, SERVICES, OR SOFTWARE AND DATA. WYND DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THEY WILL DETECT EVERY EVENT OR CONDITION. CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS AND SERVICES ARE A MONITORING AND INFORMATION TOOL INTENDED TO SUPPLEMENT, NOT REPLACE, CUSTOMER'S OWN JUDGMENT, POLICIES, PROCEDURES, AND PROFESSIONAL ADVICE, AND THAT OUTPUTS DO NOT CONSTITUTE LEGAL, MEDICAL, SAFETY, OR ENVIRONMENTAL ADVICE OR A CERTIFICATION OF ANY CONDITION.

4. LIMITATION OF LIABILITY.

(a) SUBJECT TO SUBSECTION (d), NEITHER PARTY SHALL UNDER ANY LEGAL THEORY (WHETHER TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE) BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) EXCEPT AS PROVIDED IN SUBSECTIONS (c) AND (d), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR A CLAIM NOT ARISING UNDER A PARTICULAR ORDER FORM, THE CAP IS THE TOTAL FEES PAID OR PAYABLE UNDER ALL ORDER FORMS IN THAT PERIOD. IF THE CLAIM ARISES BEFORE TWELVE (12) MONTHS OF FEES HAVE BECOME PAYABLE, THE CAP IS THE TOTAL FEES PAYABLE FOR THE FIRST TWELVE (12) MONTHS OF THE APPLICABLE ORDER FORM.

(c) EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 2.2, FOR BREACH OF SECTION 7 (DATA SECURITY), AND FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT DETERMINED UNDER SUBSECTION (b), CALCULATED WITHOUT REGARD TO THE OPENING WORDS OF THAT SUBSECTION.

(d) THE LIMITATIONS AND EXCLUSIONS IN SUBSECTIONS (a), (b), AND (c) DO NOT APPLY TO: (1) CUSTOMER'S OBLIGATION TO PAY FEES, INCLUDING AMOUNTS ACCELERATED UNDER SECTION 6(d), AMOUNTS DUE FOR UNRETURNED OR DAMAGED LEASED PRODUCTS, AND WYND'S ACTUAL DAMAGES FOR LOST SUBSCRIPTION FEES IF SECTION 6(d) IS NOT ENFORCED; (2) A PARTY'S FRAUD OR WILLFUL MISCONDUCT; (3) DEATH, BODILY INJURY, OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY A PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT OR BY A DEFECT IN A PRODUCT; OR (4) CUSTOMER'S BREACH OF THE LICENSE RESTRICTIONS IN SECTION 2.1 OR INFRINGEMENT OR MISAPPROPRIATION OF WYND'S INTELLECTUAL PROPERTY.

(e) THE LIMITATIONS IN THIS SECTION 4 ARE AN ESSENTIAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK REFLECTED IN THE FEES, AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Except for claims for non-payment, claims under Section 2.2, claims under Section 8, and claims for infringement or misappropriation of intellectual property, neither party may bring any claim arising out of or relating to this Agreement more than twelve (12) months after the claiming party knew or reasonably should have known of the facts giving rise to it.

5. Use and Maintenance; Customer Data; Privacy.

(a) Customer owns and shall at all times remain the owner of all right, title, and interest in and to the Customer Data. Customer hereby grants Wynd a non-exclusive, royalty-free, limited license to reproduce, distribute, use and display the Customer Data solely to the extent necessary for the performance of the Services. Subject to Customer's ownership rights in and to the Customer Data, and the confidentiality provisions set forth in this Agreement, Wynd shall own and retain all right, title, and interest in and to (i) the Services and Software and Data, and all improvements, enhancements, or modifications thereto, (ii) any software, applications, inventions, or other technology developed in connection with the Services or support, and (iii) all intellectual property rights related to any of the foregoing.

(b) Notwithstanding anything to the contrary, Wynd shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Products, Services and related systems and technologies, and to create statistical, aggregated, and de-identified data derived from that use and from Customer Data ("Aggregated Data"). Wynd owns all Aggregated Data and will be free, during and after the Term, to (i) use it to improve and enhance the Services and for other development, diagnostic, and corrective purposes, and (ii) use it in connection with its business, including benchmarking and industry reporting, provided that Aggregated Data will not identify Customer, any Deployment Site, or any individual and will not be disclosed in a form from which any of them can reasonably be identified.

(c) Customer agrees (1) to comply with all laws and regulations applicable to this Agreement and the Products and Software and Data, (2) to use and maintain the Products and Software and Data in accordance with the terms and conditions set forth herein, (3) not to make any alterations or additions to the Products outside of the ordinary course of business, and (4) to use properly trained personnel in the installation, operation and maintenance of the Products and Software and Data. Customer agrees that any approved alterations to leased Products shall at all times be and remain the property of Wynd.

(d) Deployment compliance. Customer is solely responsible for determining that its deployment and use of the Products and Services is lawful at each Deployment Site, including obtaining all consents, providing all notices, and making all disclosures required by applicable landlord-tenant, housing, fair housing, employment, privacy, and electronic monitoring laws to residents, tenants, guests, employees, and other occupants, and for any lease addendum, house rule, or resident notice it uses. Customer acknowledges that the Products measure particulate concentration and sound pressure levels and do not capture, record, or transmit audio content, video, or images. Customer is solely responsible for any enforcement, eviction, lease violation, fee, or other action it takes based on data from the Services. Wynd does not provide legal advice regarding deployment, and any templates or sample language Wynd makes available are provided for convenience only and without warranty.

(e) Restricted data. Customer will not submit to the Services any protected health information, payment card data, government identification numbers, biometric identifiers, or other data subject to heightened regulatory requirements, unless the parties agree otherwise in a signed writing.

(f) Privacy roles. To the extent Customer Data includes personal information as defined under the California Consumer Privacy Act as amended, or a comparable state privacy law, Customer is the business or controller and Wynd is the service provider or processor. Wynd will process such personal information only to perform the Services and the purposes described in this Agreement, and will not sell or share it, retain, use, or disclose it for any commercial purpose other than performing the Services, or combine it with personal information received from another source except as permitted by law. Wynd will notify Customer if it determines it can no longer meet these obligations and will reasonably assist Customer in responding to verifiable consumer requests. Creation and use of Aggregated Data under Section 5(b) is permitted deidentified processing. If the parties execute a data processing addendum, it controls over this Section to the extent of any conflict.

(g) Return and deletion. During the Term and for thirty (30) days after expiration or termination, Customer may export Customer Data using the standard export functionality of the Services. Thereafter Wynd may delete Customer Data in the ordinary course, subject to retention in routine backups for a limited period and to Aggregated Data, which Wynd may retain.

6. Termination.

(a) Wynd may, upon written notice to Customer, terminate this Agreement or any Order Form upon the occurrence of any of the following events: (1) Customer fails to pay any undisputed amount within ten (10) days after written notice of non-payment; (2) Customer breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (3) Customer breaches the license restrictions in Section 2.1 or its confidentiality obligations in Section 2.2; (4) Customer abandons, sells, or transfers leased Products, or allows any security interest, lien or encumbrance to burden leased Products or the leased Software; (5) Customer ceases doing business without a successor; or (6) Customer is subject to a petition for relief under any bankruptcy legislation not dismissed within sixty (60) days, makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver for all or a substantial part of Customer's assets.

(b) Customer may, upon written notice to Wynd, terminate an Order Form only upon the occurrence of any of the following events: (1) Wynd breaches a material term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail, provided that if the breach is not reasonably curable within thirty (30) days and Wynd begins curing within that period and pursues the cure diligently, the cure period extends to sixty (60) days; (2) Wynd ceases doing business without a successor or is subject to a petition for relief under any bankruptcy legislation not dismissed within sixty (60) days, makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver for all or a substantial part of Wynd's assets; or (3) upon a Chronic Service Failure under Section 2.6. Termination under clause (1) or (3) applies only to the Order Forms actually affected. Termination under clause (2) applies to this Agreement and all Order Forms. A breach for which this Agreement specifies an exclusive remedy is not a material breach supporting termination under clause (1), and a single failure to meet a service level is not a material breach.

(c) No termination for convenience. Customer's rights to terminate or cancel are limited to those expressly stated in Sections 1.6, 1.7, 2.6, 3, 6(b), 8, and 16, and there are no others. Apart from those, Customer has no right to terminate, cancel, suspend, or reduce the scope, unit count, or fees of this Agreement or any Order Form before the end of the then-current Term, for any reason, including a change in Customer's business needs, budget, funding, ownership, management, personnel, or occupancy, the decommissioning or removal of units, or the discontinuation of operations at a Deployment Site.

(d) Acceleration. If Wynd terminates under Section 6(a), or if Customer purports to terminate, repudiates, or ceases performance other than as expressly permitted in Section 6(c), then the following become immediately due and payable: (1) all Subscription Fees that would have become payable for the remainder of the then-current Term, discounted to present value at the then-current prime rate published by The Wall Street Journal; (2) the unpaid balance for any purchased Products; and (3) any unpaid one-time charges. The parties acknowledge that Wynd prices the Services in reliance on the full Term, that Wynd incurs substantial up-front costs for hardware, installation, onboarding, and integration recovered over the Term, that Wynd's actual damages in these circumstances would be difficult to determine with precision, and that the amount payable under this Section is a reasonable estimate of those damages agreed in advance after negotiation and is not a penalty. If a court declines to enforce this Section, Wynd may instead recover its actual damages, including lost Subscription Fees for the remainder of the Term, and Section 4(a) does not bar that recovery.

(e) Access to the Services and all licenses granted hereunder shall continue during the Term and shall automatically cease upon any expiration or termination of this Agreement or an applicable Order Form. Customer may retain purchased Products for which it has paid in full, and acknowledges that Products have no monitoring functionality without an active subscription. Within thirty (30) days after expiration or termination, Customer will, at Wynd's election, either return all leased Products in good condition, ordinary wear and tear excepted, using shipping materials and instructions Wynd provides, or grant Wynd reasonable access to retrieve them. If Customer fails to do so, Customer will pay the replacement value of each unreturned or materially damaged unit as stated in the applicable Order Form, reduced by any insurance proceeds Wynd actually receives for the same units under Section 13.

In the event of a termination by Customer for Wynd's uncured material breach under Section 6(b)(1), Wynd shall promptly issue a refund calculated on a pro-rated basis across the total fees paid under the applicable Order Form for the remaining unused portion of the subscription term, as of the effective date of termination. Refunds are payable only where this Agreement expressly provides for one, namely Sections 1.4, 1.6, 1.7, 2.6, 3, 6(b)(1), 8, and 16. All other fees paid under this Agreement are 100% non-refundable and all payment obligations are non-cancelable.

Sections 1.2, 1.4, 1.6, 1.7, 2.1, 2.2, 2.5, 2.6, 3, 4, 5, 6(d), 6(e), 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and any other Section which by its nature is intended to survive expiration or termination, shall so survive. Every obligation to pay, refund, or credit an amount survives until performed, and the periods for requesting a credit under Section 2.6 run notwithstanding termination. No expiration or termination of this Agreement will affect any rights or liabilities of the parties which may have accrued prior to the date of expiration or termination.

7. Data Security.

Wynd shall maintain commercially reasonable operating standards and security procedures, consistent with generally accepted industry standards, using appropriate physical, technical and administrative security measures designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, including appropriate network security and encryption technologies. Customer Data is encrypted in transit and at rest. Upon confirming a security incident resulting in unauthorized access to or acquisition of Customer Data in Wynd's possession, Wynd will notify Customer without undue delay and in any event within seventy-two (72) hours, and will (i) investigate and take reasonable steps to mitigate and remediate the effects of the incident, (ii) provide Customer with information reasonably available and relevant to the incident, and (iii) reasonably cooperate with Customer's response. Notification is not an admission of fault or liability.

On Customer's written request, no more than once in any twelve (12) month period, Wynd will complete a reasonable security questionnaire and provide then-current summary documentation of its security program. Wynd is not obligated to permit on-site audits, penetration testing of production systems, or access to its network or facilities. Wynd's security obligations are those stated in this Section and in any information security addendum the parties sign, and Wynd is not bound by security policies, standards, or requirements Customer issues or modifies unilaterally after the Effective Date unless the parties agree in a signed writing, which may include an adjustment to fees.

8. Indemnification.

(a) Wynd agrees to defend Customer against, and indemnify Customer from, any third-party claim alleging that Customer's use of the Services or Products in accordance with this Agreement and any applicable Order Form infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and against damages and costs finally awarded or agreed in settlement by Wynd, including reasonable attorneys' fees. If such a claim is made or Wynd reasonably believes one may be made, Wynd may at its option (i) procure the right for Customer to continue using the affected item, (ii) modify or replace it so it is non-infringing and materially equivalent, or (iii) if neither is commercially reasonable, terminate the affected Order Form and refund prepaid, unused fees for the terminated portion of the Term. Wynd has no obligation under this subsection for any claim arising from (1) combination of the Products or Services with products, services, or data not supplied by Wynd, (2) modification by anyone other than Wynd, (3) Customer Data, (4) use in breach of this Agreement, (5) continued use after Wynd provides a non-infringing alternative, or (6) Wynd's compliance with Customer's specifications or instructions (each an "Excluded Claim"). This subsection states Wynd's entire liability and Customer's sole and exclusive remedy for any claim of infringement or misappropriation.

(b) Wynd agrees to defend Customer against, and indemnify Customer from, any third-party claim for death, bodily injury, or damage to tangible property to the extent caused by a defect in a Product manufactured or supplied by Wynd or by the negligence or willful misconduct of Wynd or its personnel at a Deployment Site. This obligation does not apply to the extent the claim arises from Customer's installation, modification, misuse, or maintenance of Products, from Customer's failure to comply with Section 1.5, or from the negligence or willful misconduct of Customer or its personnel or contractors.

(c) Customer agrees to defend Wynd against, and indemnify Wynd from, any third-party claim arising from (1) Customer's use of the Products or Services in a manner not permitted under this Agreement or an applicable Order Form, (2) any Excluded Claim, (3) Customer Data, including any claim that Wynd's permitted processing of it violates a third party's rights, (4) Customer's failure to comply with Section 5(d), including any claim by a resident, tenant, guest, employee, or other occupant relating to notice, consent, monitoring, privacy, fair housing, or an action Customer took based on data from the Services, and (5) death, bodily injury, or damage to tangible property caused by Customer's negligence or willful misconduct.

(d) Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of the defense and settlement, and reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced. The indemnifying party will not settle any claim in a way that imposes liability, admits fault, or requires action by the indemnified party without its prior written consent, not to be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

9. Loss or Damage to Products.

Following delivery, Customer shall bear the entire risk of theft, loss, damage, destruction, condemnation, or seizure of any Products ("Event of Loss"), except to the extent caused by Wynd's negligence or willful misconduct. When an Event of Loss occurs, Customer shall promptly notify Wynd in writing, and upon Customer's payment of the replacement value stated in the applicable Order Form, reduced by any insurance proceeds Wynd actually receives for the same units under Section 13, Wynd will ship replacement Products to Customer. An Event of Loss shall not entitle Customer to return any Products for a refund, to terminate this Agreement or any Order Form, or to any refund or credit for unused Services, and does not suspend, reduce, or terminate Customer's obligation to pay Subscription Fees for the affected units. For the sake of clarity, an Event of Loss does not include a Force Majeure Event, which will be handled under Section 16.

10. No Waiver.

No express or implied waiver by either party of any breach shall constitute a waiver of any other breach of this Agreement or a waiver of any of its rights and remedies, and no delay by either party in enforcing any right, remedy or requirement shall be a waiver of such right, remedy or requirement.

11. Assignment and Benefit.

Customer may not assign, transfer or delegate this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Wynd, except that Customer may assign this Agreement in whole in connection with the sale of all or substantially all of its assets or business, provided that (a) the assignee is not a competitor of Wynd, (b) the assignee expressly assumes, in a writing delivered to Wynd, all of the terms and conditions of this Agreement, and (c) Customer is not in breach at the time of assignment. Any attempted assignment, delegation or transfer by Customer in violation hereof shall be null and void.

A change of control of Customer, a sale or transfer of a Deployment Site, or a change in Customer's management agreement, property manager, or ownership structure does not terminate, suspend, or reduce Customer's obligations under this Agreement or any Order Form. If Customer transfers or ceases to operate a Deployment Site, Customer remains liable for all fees for that Deployment Site through the end of the then-current Term unless Wynd agrees in writing to substitute the transferee as the obligated party.

Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns. Wynd may assign its rights or delegate its obligations under this Agreement to an affiliate or to any successor to all or substantially all of its business upon written notice to Customer, and may use subcontractors to perform the Services while remaining responsible for their performance.

12. Further Assurances; UCC Filing.

Customer shall promptly execute and deliver to Wynd such further documents and take such further action as Wynd may reasonably request to carry out more effectively the intent and purposes of this Agreement. Customer hereby authorizes Wynd to file at any time and from time to time in any filing office in any Uniform Commercial Code jurisdiction any Uniform Commercial Code financing statements, continuations and amendments describing the purchased Products (as to Wynd's purchase-money security interest under Section 1.2) and the leased Products and leased Software and Data (as precautionary filings evidencing Wynd's ownership), and to do all other acts reasonably necessary to provide notice to third parties of this Agreement, the lease contained herein, and Wynd's ownership and security interests.

13. Insurance.

Customer shall maintain during the Term, at its own expense, property insurance covering leased Products at full replacement value against all risks of property damage or loss, including fire, theft and destruction, and will name Wynd as loss payee with respect to those Products. Each party shall maintain during the Term, at its own expense, commercial general liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, and workers' compensation insurance as required by law. Wynd will additionally maintain technology errors and omissions and cyber liability insurance with limits of not less than $1,000,000 per claim. Each party will provide a certificate of insurance on the other's reasonable request.

Insurance proceeds Wynd actually receives for a unit reduce, dollar for dollar, the amount Customer owes for that unit under Sections 6(e) and 9, and Wynd will not recover twice for the same unit. Each party waives, and will cause its insurers to waive, all rights of subrogation against the other for loss or damage covered by the property insurance required under this Section, to the extent such waiver does not invalidate the coverage. Wynd explicitly disclaims any requirement to carry or maintain umbrella liability insurance policies. Each party's insurance obligations are independent of, and do not limit, its obligations or liability under this Agreement.

14. Notices.

Notices of breach, cure, termination, non-renewal, indemnification, and assignment shall be made in writing and shall be deemed delivered on the date of personal delivery, the date shown on any signed delivery receipt, or on the date of refusal of delivery if sent by registered or certified mail or overnight commercial delivery service. If to Wynd, notice will be delivered to the address set forth on page 1 of this Agreement. If to Customer, notice will be delivered to the address below or, for a notice concerning a specific Order Form, the notice address on that Order Form. A courtesy copy by email is encouraged but is not a condition of effectiveness.

Any notice of automatic renewal required under Section 1.3 will be delivered by a method described above or by email with a delivery or read receipt or other electronic record of successful transmission and receipt.

All other communications, including support requests, invoices, credit requests, commencement notices, maintenance notices, price-increase notices, and product change notices, may be given by email to the addresses the parties designate in the Order Form, and are effective on transmission absent a bounce or delivery-failure message.

[Customer Name]

[Customer Address]

Attention: [Customer Primary Contact]

With copy to:

[Customer Name]

[Customer Address]

Attention: [Customer Legal Contact / General Counsel]

15. Governing Law; Dispute Resolution.

This Agreement shall be governed by and construed under the laws of the State of California, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing suit, other than an action for non-payment or an action described in the final paragraph of this Section, the parties shall meet and, acting in good faith, use all reasonable efforts to resolve the dispute by joint discussions between executives with authority to resolve it, for a period of fifteen (15) business days from the date notice of the dispute was given.

The parties consent to the exclusive jurisdiction and venue of the Superior Court of California for the County of San Mateo and the United States District Court for the Northern District of California for any action arising out of or relating to this Agreement, and waive any objection based on inconvenient forum. Because California courts do not enforce pre-dispute jury trial waivers, the parties agree that any dispute filed in California state court will be resolved by general judicial reference to a single referee under California Code of Civil Procedure sections 638 through 645.1. The referee will be a retired judge of the California Superior Court, Court of Appeal, or a United States District Court, agreed by the parties or, absent agreement within fifteen (15) days, appointed by the court. The referee will decide all issues of fact and law and will report a statement of decision that constitutes the court's judgment, appealable as if rendered by the court. The parties share the referee's fees equally, subject to reallocation to the prevailing party. To the extent an action is brought in or removed to federal court, each party irrevocably waives any right to trial by jury. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, referee fees, and costs.

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief to protect its intellectual property or Proprietary Information, and Wynd may bring an action to recover possession of leased Products or to perfect or enforce a security interest, in any court of competent jurisdiction where the relevant property or Deployment Site is located.

16. Force Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations, other than a payment obligation, on account of strikes, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, terrorism, governmental action, labor conditions affecting third parties, earthquakes, or failures of the public internet, utility, or telecommunications infrastructure, that are beyond the reasonable control of such party and not caused by its fault or negligence ("Force Majeure Event").

A Force Majeure Event does not excuse or suspend Customer's obligation to pay fees for Services that remain available, and does not excuse payment of amounts already accrued. Circumstances affecting Customer's own business, occupancy, staffing, funding, or demand are not a Force Majeure Event excusing payment.

The affected party will give prompt notice and use reasonable efforts to mitigate and resume performance. If a Force Majeure Event prevents Wynd from performing a material portion of the Services for ninety (90) consecutive days, Customer may terminate the affected Order Form on written notice and receive a pro-rated refund of prepaid, unused Subscription Fees for the terminated portion of the Term. Only the party that is not claiming the Force Majeure Event may terminate under this Section.

17. Miscellaneous.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND ONLY TO THE EXTENT ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE WOULD OTHERWISE APPLY TO A LEASE OF PRODUCTS UNDER THIS AGREEMENT, CUSTOMER WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON CUSTOMER BY ARTICLE 2A THAT CUSTOMER MAY HAVE AGAINST WYND.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision; an invalid provision will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

This Agreement, together with any Order Form and any rider or addendum the parties sign, constitutes the entire agreement of the parties regarding its subject matter, and supersedes all prior quotations, purchase orders, agreements and communications, whether oral or in writing, between the parties with respect to the subject matter of this Agreement.

No amendment or modification of this Agreement shall be effective unless it is in a writing that expressly identifies this Agreement, states the parties' intent to amend it, and is signed by an officer of Wynd at the level of Vice President or above and by an authorized representative of Customer. No other document, including any procurement portal acceptance, supplier registration, purchase order, click-through, or acknowledgment, and no act of performance, amends this Agreement, regardless of who at Wynd signs, accepts, or acts on it.

Nothing in this Agreement will be construed to imply a joint venture, partnership, or agency relationship between Wynd and Customer. This Agreement is for the benefit of the parties and their permitted successors and assigns only and creates no rights in any third party. Section headings are for convenience only. "Including" means "including without limitation." This Agreement will not be construed against either party as drafter, each party having had the opportunity to consult counsel.

18. Counterparts.

This Agreement may be executed in identical counterparts, each of which shall be considered an original for all purposes, and together will constitute a single integrated document. The signed counterparts may be delivered by email.

This Agreement shall be legally binding and effective upon execution by an authorized signatory of each party. Each signatory represents and warrants that they have the authority to execute this Agreement on behalf of their respective party.

IN WITNESS WHEREOF, the undersigned parties have hereby caused this Agreement to be duly executed as of the date listed below.

 

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EXHIBIT A — PUBLIC AGENCY AND FEDERALLY ASSISTED CUSTOMER RIDER

Execute this Rider only where Customer is a public housing authority, municipality, school district, tribal entity, or other governmental or quasi-governmental body, or where Customer will pay for the Products or Services in whole or in part with federal financial assistance. Where executed, this Rider controls over the Agreement to the extent of any conflict.

A. Non-Appropriation. Customer's obligation to pay amounts falling due in any fiscal year is subject to lawful appropriation of funds for that fiscal year. If funds are not appropriated or are withdrawn, and Customer has made a good-faith effort to obtain them, Customer may terminate the affected Order Form effective at the end of the last fiscal year for which funds were appropriated by giving Wynd at least thirty (30) days' prior written notice, together with a written certification signed by Customer's chief financial officer or equivalent stating that funds were not appropriated and that Customer has not replaced the Products or Services with functionally similar products or services from another supplier. Upon such termination Customer will pay all amounts accrued through the termination date, will return all leased Products in accordance with Section 6(e), and will pay the unpaid balance for any purchased Products. Section 6(d) (Acceleration) does not apply to a termination validly made under this paragraph. Customer will use reasonable efforts to include the amounts payable under each Order Form in each budget request submitted for the applicable fiscal year.

B. Termination for Convenience. For any Order Form with a value exceeding $10,000, Customer may terminate for convenience on sixty (60) days' prior written notice. Upon such termination, Customer will pay all fees accrued through the termination date, the unpaid balance for any purchased Products, all non-recoverable costs Wynd has reasonably incurred in performance, and a termination settlement equal to six (6) months of Subscription Fees or the Subscription Fees for the remainder of the then-current Term, whichever is less. Customer will return all leased Products in accordance with Section 6(e). This paragraph implements the requirement of 2 CFR Part 200, Appendix II(B).

C. Remedies. Consistent with 2 CFR Part 200, Appendix II(A), the administrative, contractual, and legal remedies available for a breach of an Order Form exceeding the simplified acquisition threshold are those stated in the Agreement, together with any remedies available at law or in equity.

D. Indemnification. Customer's indemnification obligations under Section 8(c) apply only to the extent permitted by the law applicable to Customer. Nothing in the Agreement requires Customer to indemnify Wynd beyond that limit, waives any statutory limitation on Customer's liability, or waives Customer's sovereign or governmental immunity. Wynd's indemnification obligations under Sections 8(a) and 8(b) are unaffected.

E. Dispute Resolution and Governing Law. Where the law applicable to Customer requires that disputes be resolved in the courts of Customer's state or prohibits the judicial reference procedure in Section 15, that requirement controls, the judicial reference provision does not apply, and the governing law is that of the state in which Customer is organized. Nothing in the Agreement requires Customer to submit to binding arbitration.

F. Federal Flow-Down Provisions. Where Customer pays for the Products or Services in whole or in part with federal financial assistance, Wynd agrees to comply with the following, each to the extent applicable to this transaction under 2 CFR Part 200, Appendix II:

1. Equal Employment Opportunity. Where this transaction is a federally assisted construction contract under 41 CFR 60-1.3, the equal opportunity clause at 41 CFR 60-1.4(b) and Executive Order 11246, as amended, are incorporated by reference.

2. Davis-Bacon Act and Copeland Anti-Kickback Act. Applicable only to prime construction contracts in excess of $2,000 where required by federal program legislation. The parties acknowledge that the supply of monitoring hardware and software services under the Agreement is not ordinarily a construction contract.

3. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Applicable only to contracts in excess of $100,000 involving the employment of mechanics or laborers, and not to the purchase of supplies or materials ordinarily available on the open market.

4. Rights to Inventions. Where the federal award meets the definition of a "funding agreement" under 37 CFR 401.2(a) and this transaction involves experimental, developmental, or research work, 37 CFR Part 401 applies.

5. Clean Air Act and Federal Water Pollution Control Act. For transactions exceeding $150,000, Wynd will comply with all applicable standards, orders, and regulations issued under the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), and violations will be reported to the federal awarding agency and the appropriate EPA regional office.

6. Debarment and Suspension. Wynd certifies that it and its principals are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in federal transactions, and are not listed on the governmentwide exclusions in the System for Award Management. Wynd will notify Customer promptly if that ceases to be true.

7. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). For transactions exceeding $100,000, Wynd certifies that it has not and will not use federal appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or award, and will disclose any lobbying with non-federal funds in connection with obtaining a federal award.

8. Procurement of Recovered Materials (2 CFR 200.323). Where applicable, Wynd will comply with Section 6002 of the Solid Waste Disposal Act.

9. Prohibition on Covered Telecommunications Equipment (2 CFR 200.216). Wynd certifies that the Products and Services do not use covered telecommunications equipment or services as described in that Section as a substantial or essential component of any system.

10. Domestic Preferences (2 CFR 200.322). Wynd will, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States.

G. Access to Records. Wynd will retain all records relating to the Agreement for three (3) years after final payment and will provide Customer, the U.S. Department of Housing and Urban Development or other federal awarding agency, the Comptroller General of the United States, and their authorized representatives access to those records for audit, examination, excerpts, and transcripts. This paragraph does not require Wynd to disclose its cost or pricing data for a firm fixed-price transaction, its source code, or the confidential information of other customers.

H. Section 3 of the Housing and Urban Development Act of 1968. Where the Agreement is subject to Section 3 (24 CFR Part 75), Wynd will comply with its requirements and will, to the greatest extent feasible, direct employment, training, and contracting opportunities arising from the Agreement to Section 3 workers and Section 3 business concerns, and will provide Customer with the reporting information Customer reasonably requires to meet its own Section 3 reporting obligations.

I. Conflicts of Interest. Wynd certifies that no employee, officer, or agent of Customer with a role in the selection, award, or administration of the Agreement has a real or apparent conflict of interest, and that Wynd has not offered or provided any gratuity, favor, or item of monetary value to any such person.

J. Term. Notwithstanding Section 1.3, where Customer's governing law or procurement rules limit the maximum length of a contract term or require periodic renewal, the Initial Term stated in the Order Form is reduced to the maximum permitted term, and the Agreement renews for successive periods within that limit subject to paragraph A.