MAIS eRec SaaS Agreement - Kittitas County Event Centre - Mais Executed 26-Feb-2020

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Confidential and Proprietary - Univerus Inc. Page 12 of 26 Kittitas Valley Event Center 901 East 7th Avenue, Suite 1 Attention: Kady Porterfield Telephone: 509-962-7675 Fax: 509-962-7010 Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this Section 21(c). (d) Currency: Unless otherwise indicated, all dollar amounts referred in this Agreement are in lawful money of the United States of America. (e) Use of Name. Customer agrees to the following promotional activities in relation to the purchase of MAIS’ solutions, products and services: (i) Customer permits MAIS to issue a mutually agreed upon press release announcing Customer’s purchase of MAIS’ products and services; and (ii) Customer grants MAIS the right to reasonably include the Customer’s name and logo in published lists referencing the users of the products and services of MAIS. Customer may unilaterally withdraw their consent to the above promotional act ivities at any time by providing written notice to MAIS of said revocation. (f) Entire Agreement: This Agreement together with the Schedules attached to this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, negotiations, understandings, arrangements, and communications between the parties, both written and oral, relating to the subject matter hereof. No terms and conditions in any Customer orders, or in any other documentation employed by or on behalf of Customer in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by the receiving party, with such provisions being deemed deleted. This Agreement may only be modified by a written amendment signed by an authorized representative of each of the parties. (g) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. (h) Assignment: Customer may not assign any of its rights or duties under this Agreement without the prior wr itten consent of MAIS, such consent not to be unreasonably withheld. This Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns. (i) Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. (j) Allocation of Risk: Customer acknowledges and agrees that the warranty disclaimer and limitation of liability contained in this Agreement are fundamental elements of the basis of the bargain between MAIS and Customer and set forth an allocation of risk reflected in the fees and payments due hereunder. (k) Relationship: The parties are and shall at all times remain independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the parties. Neither party will have the power to bind the other party or to contract in the name of or create any lia bility against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is law responsible. (l) Equitable Relief: Customer acknowledges and agrees that it would be difficult to compute the monetary loss to MAIS arising from a breach or threatened breach of this Agreement by Customer and that, accordingly, MAIS will be entitled to specific performance, injunctive or ot her equitable relief in addition to or instead of monetary damages in the event of a breach or threatened breach of this Agreement by Customer. (m) Force Majeure: No default, delay or failure to perform on the part of MAIS shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, floods, acts of