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

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Confidential and Proprietary - Univerus Inc. Page 3 of 26 offices by any MAIS personnel. MAIS travel expenses are billed to Customer for each MAIS employee providing Professional Services as follows: • Lodging and Hotel expenses: If the MAIS employee must spend the evening. • Airfare expenses: If the MAIS employee must travel by air to reach Customer's offices. • Rental Car or Taxi fees: As appropriate to travel to / from Customer’s offices. • Personal Vehicle expenses: If a MAIS employee uses his/her personal vehicle, mileage will be charged at the currently published IRS reimbursement rate. • Per Diem expenses: Sixty-five dollars ($65) per day will be charged to cover meals and incidentals when an employee is at or traveling to and from Customer's offices. If an employee must travel on Saturday, Sunday, or a holiday, or is at Customer's office on a holiday, the Per Diem rate shall increase to one hundred ten dollars ($110) per day for the corresponding days. MAIS reserves the right to change the rates charged for reimbursable meals and incidentals. MAIS will use its reasonable efforts to minimize all travel and lodging expenses. Only actual travel and lodging expenses will be billed to the Customer. 5. Term Unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year from the date that the initial Software Services listed in Schedule “A” are installed and configured in MAIS’ hosted environment (the "Initial Term"); with evidence of said installation and configuration being by the issuance of an Invoice by MAIS to Customer for the applicable Fees. After the Initial Term, the Agreement shall be automatically renewed for successive one (1) year periods (each a "Renewal Term") subject to MAIS’ then-current price structure unless either party provides written notice to the other party of its intention not to renew within one hundred and twenty (120) days of the end of the then current term . The Initial Term and Renewal Term(s) shall collectively be referred to as the “Term”. 6. Restrictions on Use (a) Except as expressly provided herein, Customer may not give away, rent, lease or otherwise sell, re-sell, sublicense, distribute or transfer the license rights granted under this Agreement or otherwise use the Software Services except as expressly permitted by this Agreement without the prior written consent of MAIS. (b) Customer agrees that it will not reverse engineer, decompile, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or any part of the Software or Software Services, or attempt to otherwise convert or alter the Software or Software Services into human readable code, except to the extent applicable law expressly prohibits the foregoing restriction. (c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all required proprietary markings are retained on all duplicated copies. (d) No third party, other than duly authorized agents or employees of Customer authorized pursuant to Section 2 hereunder, shall have access to or use of the Software Services. (e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes. (f) Customer shall not access the Services in order to (i) build a competitive product or service; (ii) copy any features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of MAIS. (g) The Customer shall not transmit, upload, post, distribute, store or otherwise publish, through use of the Services, any data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that intercepts or misappropriates any data or information; (ii) is threatening, defamatory, libelous, harassing, profane, is an invasion of