WAYPAVE SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is entered into as of the date written above (the “Effective Date”), by and between WayPave, Inc., an Arkansas corporation (“WayPave”), and the counterparty on the signature page of this Agreement (the “Customer”). WayPave and Customer may each be referred to herein as a “Party” and collectively as the “Parties.” BACKGROUND WayPave (i) owns and operates the Platform and (ii) provides the Services in connection with the Platform. A party seeking access to the Platform and/or the Services may do so through the Website or by contacting WayPave directly. Customer desires to use and access the Platform and to engage WayPave for the Services. WayPave agrees to grant Customer use and access of the Platform and to provide the Services, subject to the terms and conditions under this Agreement. The Parties agree as follows: 1. DEFINITIONS In addition to any terms defined elsewhere in this Agreement, the words below shall have the following meanings:

“Application Platform” or “Platform” means WayPave’s proprietary application software and/or website, which functions as a digital hiring platform, including all software, tools, modules, functions, and features identified in an Order, or otherwise generally made available by WayPave to Customer, and all technology resources and infrastructure supporting the Services. The Application Platform includes any and all updates, releases, improvements, and corrections, as may be made and/or required from time to time.
“Authorized Users” means employees, contractors, or agents of Customer who are authorized to access and use the Platform, as set forth in an Order.
“Confidential Information” means any non-public information disclosed by one Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, all technical, business, client, or proprietary information of a Party, such as (i) business strategies and practices, methodologies, trade secrets, know-how, pricing, technology, software, product plans, services, relationships with any third party, client lists, (ii) information regarding a Party’s employees, clients, vendors, consultants, and affiliates, (iii) Customer Data, and, with respect to the Platform, (iv) the source code.
“Customer Data” means any proprietary or confidential information of the Customer, such as (i) payment card information, account holder name, account number, service code, payment card validation code, payment card expiration dates, magnetic stripe data, and any other similar payment information of the Customer that is identifiable with a specific account, and (ii) all data and information of Authorized Users collected from or provided by the Customer in connection with the provision of Services.
“Fees” means the amounts payable by Customer to WayPave for access to and use of the Platform as set forth in the applicable Order.
“Intellectual Property” means all algorithms, application programming interfaces (APIs), apparatus, concepts, Confidential Information, data, databases, and data collections, deliverables, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, procedures, processes, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers, user interfaces, works of authorship, and all other forms of tangible or intangible property that may be registered or considered trade secret.
“Order” means the confirmation page setting forth the Services and Fees requested by the Customer through the Website.
“Privacy Policy” means WayPave’s privacy policy, which is available at waypave.com/privacy-policy, and as may be amended from time to time.
“Professional Services” means the services identified and listed in an Order or this Agreement. Professional Services does not include Subscription Services.
“Security Event” means an event where: (i) Customer Data or Confidential Information of the Customer in WayPave or its subcontractors’ possession or control is accessed or received by an individual or entity not authorized to access or receive such information, (ii) there is a reasonable basis to believe that Customer Data or Confidential Information of Customer in WayPave or its subcontractors’ possession or control may have been accessed or received by an unauthorized individual or entity, (iii) an individual or entity authorized under this Agreement to use or access Customer Data or Confidential Information of Customer is using, or reasonably suspected of using, any Customer Data or Confidential Information of Customer in a manner not authorized under this Agreement, or (iv) Customer Data or Confidential Information of Customer in Customer’s (or its third party contractors’) possession or control is accessed (or there is a reasonable basis to believe may have been accessed) through the Platform in a manner or for a purpose not authorized under this Agreement or permitted under applicable laws or regulations.
“Services” means, collectively, the Professional Services and Subscription Services.
“Subscription Services” means the tier of services the Customer is subscribing for, as listed in an Order or this Agreement, including, without limitation, (i) limited access and use rights to the Platform, (ii) hosting services, (iii) support services, and (iv) any other similar generally applicable services that WayPave provides to its customers. Subscription Services does not include Professional Services.
“Terms of Use” means WayPave’s terms of use, which are available at waypave.com/terms-of-use, and as may be amended from time to time.
“Website” means waypave.com and any other online e-commerce storefront utilized by WayPave, as may be amended from time to time.

2. SERVICES 2.1 Provision of Services and Access to Platform. Subject to the terms of this Agreement, WayPave will make available to Customer, and their Authorized Users, on a limited, non-exclusive, non-transferable basis, the Subscription Services and the Platform in accordance with an applicable Order and other terms of this Agreement. Unless expressly provided otherwise, WayPave shall be responsible for: (i) hosting, operating, maintaining, and supporting the Platform; (ii) providing standard support on use and access of the Platform; and, (iii) implementing upgrades, enhancements, and corrections to the Platform, when such upgrades, enhancements, and corrections are generally made available. 2.2 Access and Use Rights. Subject to the terms of this Agreement, WayPave hereby grants to Customer and their Authorized Users the non-transferable (except as may be otherwise permitted by this Agreement), non-exclusive, non-sublicensable, limited right and license to use and access the Subscription Services and Platform, in accordance with the applicable Order(s), and other provisions of this Agreement. Customer shall be solely responsible for providing its own internet access to the Platform and ensuring its devices and Authorized Users have the requisite capabilities to use and access the Subscription Services and Platform. WayPave may specify reasonable procedures and technical requirements for using and accessing the Subscription Services and Platform. Customer shall ensure that all Authorized Users comply with the terms of this Agreement and shall be responsible for any breach by such Authorized Users. 2.3 Orders. Customer may submit an Order through the Website or directly to WayPave, using a form provided by WayPave. The initial Order is attached hereto and incorporated herein. If Customer desires to access or use additional Subscription Services and/or increase any limitations or restrictions, in the initial Order or any subsequent Order, the authorized representative of the Customer shall execute a new Order for WayPave’s review and written acceptance. All accepted Orders will be subject to and incorporated into this Agreement. 2.4 Limitations on Use. Customer shall not: (i) sell, rent, lease, sublicense, or otherwise transfer, distribute, or disseminate, the Customer’s right and license to use and access the Platform; (ii) modify, translate, reverse engineer, decompile, or disassemble the Platform; (iii) create or prepare derivative works based on the Platform; (iv) create any copy or ‘mirror’ of the Platform; or (v) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within the Platform. 2.5 Suspension of Subscription Services. In the event WayPave discovers, or reasonably believes, there is unauthorized use of the Platform and/or Subscription Services, pursuant to this Agreement or the Terms of Use, by the Customer, their Authorized Users, agents, or representatives, WayPave shall have the right to suspend the Subscription Services. 2.6 Professional Services. Customer may elect, from time-to-time, to obtain from WayPave Professional Services relating to the Platform that are in addition to the Subscription Services, including, without limitation, customized user training, specialized support, custom integration and enhancements, background checks, employment verification, credit history reports, and other services provided by WayPave, as may be offered from time-to-time. Any Professional Services requested by the Customer must be listed on an Order and will be subject to WayPave’s review and acceptance. Costs and expenses related to any Professional Services will be separate from any applicable Fees. 2.7 Changes. Either Party may request a modification to the Services by written request to the other Party (each, a “Change Order”). Upon receipt of a Change Order, the non-requesting Party will have 10 days to approve the modification, following which the Change Order will go into effect and replace the applicable Order, either in whole or in part, as the case may be. All Change Orders must be signed by both Parties and will be made and carried out in accordance with the terms of this Agreement. 2.8 Responsive Change Order. In the event the Customer’s usage of the Services exceeds the capacity and capabilities of the then current Subscription Services, as reasonably determined by WayPave, WayPave shall submit a Change Order to the Customer for the purpose of modifying the Subscription Services to meet the usage levels of the Customer. WayPave must provide the Customer with written notice of the Change Order, which such Change Order will take effect on the next billing cycle. In the event the Customer fails to reject the proposed Change Order under this subsection prior to the effective date, the Customer shall be deemed to have approved the Change Order and any additional Fees thereunder. 2.9 Service Levels. WayPave will use commercially reasonable efforts to ensure the Subscription Services and Platform are available 99.5% of the time (the “SLA”), excluding scheduled maintenance and downtime caused by factors outside of WayPave's reasonable control. In the event the SLA is not met or exceeded, the Customer shall be entitled to recover an applicable amount of service level credits commensurate with the loss in use and/or access of the Subscription Services and Platform (“Service Level Credits”). 2.10 Modifications to Platform. WayPave will provide Customer with 30 days’ notice prior to making any substantive modifications to the Platform. 3. FEES AND PAYMENT 3.1 Fees. Customer shall pay all Fees as specified in the applicable Order. 3.2 Late Payment. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. In the event any Fees due remain unpaid for 10 days or longer, WayPave shall have the right to suspend the Subscription Services until full payment is made. 3.3 Taxes. Except for taxes based upon WayPave’s income or for goods or services used or consumed by WayPave in the provision of Services under this Agreement, Customer shall be responsible for all sales, use, excise, duties, tariffs, or any other form of taxes (excluding withholding taxes related to WayPave, its employees, agents, or subcontractors) resulting from Customer’s use of the Platform or imposed, levied, or assessed in connection with Customers use of the Services and Platform, unless Customer provides WayPave with a valid tax exemption certificate authorized by an appropriate taxing authority. 3.4 Automatic Renewal of Subscription Services. Within 60 days of the expiration of the then current Term and any renewal term for Subscription Services, WayPave will notify the Customer of the upcoming expiration and any proposed Fees for the renewal term. The proposed Fees for any Subscription Services renewal term will not exceed the Fees for the prior provision of Subscription Services, plus the lesser of (i) 10.0% of the prior Fees charged for Subscription Services and (ii) the increase in WayPave’s list prices for Subscription Services, as generally disclosed to customers and third-parties. The provision of Subscription Services and the rights to access the Platform will automatically renew at the end of the Term: (1) for a period of 12-months, if the previous Term was for a fixed term, or, otherwise, (2) on a month-to-month basis, unless (i) Customer cancels the Subscription Services in accordance with subsection 3.5 below; (ii) Customer fails to pay any undisputed Fees owed under this Agreement and fails to cure such non-payment within 10 days from notice by WayPave; or (iii) WayPave ceases to offer the specific Subscription Services being offered to Customer to any other customer, the continued provision of which would be unduly burdensome and/or economically unfeasible to WayPave; provided, WayPave will provide Customer with at least 90 days’ notice of WayPave’s intent to discontinue such specific Subscription Services. 3.5 Cancellation of Subscription Services. Customer may cancel the Subscription Services by following any of the methods below:

Through the Customer’s account on the Platform; or,
By emailing WayPave at support@waypave.com.

3.6 Changes to Subscription Services. Notwithstanding anything to the contrary under this Agreement, WayPave reserves the right, in its sole and absolute discretion, to change, modify, or otherwise discontinue all or a portion of the Subscription Services at any time for any reason. In the event of a change or discontinuation of Subscription Services, WayPave shall provide the Customer with at least 60 days’ written notice prior to the effective date of the change or discontinuation. In the event of a discontinuation affecting the Customer’s Subscription Services, this Agreement will terminate upon the effective date of the discontinuation unless the Customer has submitted a new Order for Subscription Services. The Customer shall be entitled to any Fees prepaid for the discontinued Subscription Services. 4. INTELLECTUAL PROPERTY; OWNERSHIP 4.1 Ownership. WayPave retains all right, title, and interest in and to the Platform and WayPave’s Intellectual Property, including all right, title, and interest to any Intellectual Property therein. Customer agrees and acknowledges that the Platform, derivatives thereof, ideas, methods of operation, modifications, changes, enhancements, conversions, upgrades, additions, subsystems, and modules included in the Platform are proprietary material which contain valuable trade secrets of WayPave. 4.2 Customer Data; Return. WayPave agrees and acknowledges that, as between the Parties, Customer exclusively owns all right, title, and interest in and to Customer’s Confidential Information and Customer Data, including all Intellectual Property rights therein, irrespective of whether such Customer Data is stored or processed on or through the Platform. Upon termination of this Agreement, WayPave will promptly return Customer’s Confidential Information and Customer Data to Customer. Alternatively, WayPave may destroy Customer’s Confidential Information and Customer Data and verify such destruction in writing to Customer; provided, WayPave shall be permitted to retain such copies of Customer’s Confidential Information and Customer Data in archival files and systems, which are not easily accessed and transferable. 4.3 Deliverables. Any written materials or documents prepared for the Customer under this Agreement or any Order will be the property of Customer. 4.4 Feedback. Customer grants WayPave a perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any feedback or suggestions provided by Customer. 5. REPRESENTATIONS AND WARRANTIES WayPave represents and warrants to Customer that:

WayPave is the owner of or licensee of all rights necessary and appropriate to perform the Services and grant the rights hereunder to the Platform;
WayPave has the power and authority to enter into this Agreement;
The Services will be performed in a timely, professional, and workman-like manner in accordance with industry standards;
The Platform and Services will be provided, in all material respects, as described and requested in the applicable Order; WayPave will promptly repair or replace any non-conformity associated with the Platform or Service;
WayPave will not violate any law or regulation or any agreements with any third party as a result of performing its obligations under this Agreement;
There are neither pending nor threatened, nor to the best of WayPave’s knowledge, contemplated any suits, proceedings, actions, or claims which would materially affect or limit the rights granted to Customer under this Agreement;
Prior to making available the Services or Platform, WayPave will use commercially reasonable efforts to detect and remove any virus or malicious code.

6. TERM AND TERMINATION 6.1 Term. This Agreement shall commence on the Effective Date and be coterminous with the initial Order. If any subsequent Order is executed by the Parties, referencing this Agreement, this Agreement will continue in effect with respect to the terms of the subsequent Orders. “Term” means the term of the initial Order and any and all subsequent Orders, including any renewals and extensions. 6.2 Termination by WayPave. In the event (i) Customer fails to pay any Fees not disputed in good faith in accordance with this Agreement by the specified due date, and (ii) Customer fails to cure such payment failure within 10 days of receipt of notice from WayPave of its intention to terminate this Agreement, then WayPave may, by written notice to Customer, terminate this Agreement, and any outstanding Orders, in its entirety. In addition, WayPave may, by written notice to Customer, terminate this Agreement, and any outstanding Orders, in its entirety if Customer (x) materially breaches a provision of this Agreement and (y) fails to cure or mitigate, to the extent reasonably practical, such breach within 30 days of receipt of written notice from WayPave of its intention to terminate this Agreement. 6.3 Termination by Customer. Customer shall have the right to terminate this Agreement, and any outstanding Order, in whole or in part, for cause, without penalty or payment to WayPave, by giving written notice to WayPave as of a date specified in the notice of termination, if WayPave commits a material breach of this Agreement, which such breach remains uncured for a period of 30 days, or as long as may be reasonably practical. 6.4 Bankruptcy. Either Party shall have the right to terminate this Agreement by providing written notice to the other Party upon the occurrence of any of the following events, but only to the extent such events are not dismissed within 120 days from the date such events first occurred: (i) a receiver is appointed for the other Party; (ii) the other Party makes a general assignment of all or substantially all of its assets for the benefit of its creditors; (iii) the other Party commences or has commenced against it proceedings under any bankruptcy law, or (iv) the other Party ceases to do business for a period of 90 consecutive days. 6.5 Partial Terminations. If Customer terminates any Order, whether in whole or in part, to the extent and as expressly permitted hereunder, the Fees will be reduced in accordance with the outstanding Order to the extent applicable and as otherwise equitable under the circumstances. Customer shall not be entitled to any refund, credit, or reimbursement of prepaid Fees. Except as may be required by law, WayPave reserves the right to refund or offer Service Level Credits to Customer for prepaid Fees; provided, a refund or Service Level Credit offered to the Customer shall not entitle the Customer to a future refund or Service Level Credit. 6.6 Effect of Termination for Cause. Except as expressly set forth otherwise in this Agreement, upon termination of this Agreement for cause: (i) the licenses and rights granted to Customer under this Agreement shall be terminated, revoked, and withdrawn; (ii) Customer shall immediately cease using and accessing the Platform; (iii) each Party shall return or destroy, with verification, the Confidential Information of the other Party; (iv) all in-effect, pending, and proposed Orders or Change Orders will be terminated as of the termination date of this Agreement, and, (v) the Customer shall pay to WayPave, or WayPave shall refund to Customer, as the case may be, all unpaid or prepaid Fees in connection with any outstanding Orders, which such payment or refund will be made within 30 days of the termination date of this Agreement. 7. CONFIDENTIALITY 7.1 General. During the Term of this Agreement and thereafter, each Party will treat as confidential all Confidential Information of the other Party, will not use such Confidential Information except as expressly set forth herein or otherwise authorized in writing, will implement reasonable procedures to prohibit the unauthorized use, disclosure, duplication, misuse or removal of the other Party’s Confidential Information and will not disclose such Confidential Information to any third party except as may be necessary and required in connection with the rights and obligations of such Party under this Agreement, and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the foregoing, each of the Parties will use at least the same procedures and degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, but in no event less than reasonable care. Except as expressly authorized in this Agreement, neither Party will copy Confidential Information of the other Party without the other Party’s prior written consent. 7.2 Exclusion. Except as otherwise provided below, Confidential Information will not include, or will cease to include, as applicable, Confidential Information that: (a) is or becomes generally available to the public through no improper action or inaction by the receiving Party; (b) was known by the receiving Party or in the receiving Party’s possession prior to receipt of the other Party’s Confidential Information as shown by the receiving Party’s business records kept in the ordinary course; (c) is disclosed with the prior written approval of the disclosing Party; (d) was independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information and provided that the receiving Party can demonstrate such independent development by documented evidence prepared contemporaneously with such independent development; or (e) becomes known to the receiving Party from a source other than the other Party without breach of this Agreement by the receiving Party and otherwise not in violation of the other Party’s rights. The exclusions in this section will not apply with respect to Customer Data or any other personal or private data that requires protection under applicable laws or regulations. 7.3 Disclosure through Court. A Party may disclose Confidential Information of the other Party only pursuant to the order or requirement of a court, administrative agency, or other governmental body and only provided that the receiving Party provides prompt, advance written notice thereof to enable the other Party to seek a protective order or otherwise prevent such disclosure. In the event such a protective order is not obtained by the other Party, the receiving Party will disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed will continue to be deemed Confidential Information as between the Parties hereto. 7.4 Data Security. WayPave will protect the security and integrity of all Customer Data that is collected, accessed, stored, or received by WayPave in connection with the Platform and provision of Services, in accordance with the Privacy Policy. At all times during the Term, WayPave shall implement security measures with administrative, technical, and physical safeguards to protect Customer Data against any unauthorized disclosure or use of such data and any anticipated or reasonably foreseeable threats or hazards to the security or integrity of such Customer Data. Such measures will comply with all applicable federal and state privacy laws. 7.5 Security Event. Without limiting any obligation of WayPave herein, if at any time WayPave discovers or otherwise becomes aware of any Security Event that impacts the Customer, WayPave will: (i) immediately notify Customer of such Security Event and furnish Customer with the full details of such Security Event; and (ii) cooperate with Customer in any effort, action, or proceeding to protect the Customer’s Confidential Information and/or Customer Data, and to mitigate and/or remediate the impact of the Security Event, as such may be deemed necessary by Customer and/or required by applicable laws or regulations, including breach notification laws and credit reporting laws. 8. WARRANTY DISCLAIMERS EXCEPT AS EXPRESSLY PROVIDED HEREIN, WAYPAVE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EITHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WAYPAVE DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE COMPLETELY FREE OF ERROR OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR PROBLEM OR ERROR-FREE, OR THAT USE OF THE PLATFORM WILL GUARANTEE ANY PARTICULAR RESULT OR OUTCOME. 9. LIMITATION OF LIABILITY EXCEPT AS OTHERWISE MAY BE PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, INFRINGEMENT OR OTHER CONTRACT OR TORT CLAIMS) EXCEED THE TOTAL FEES PAID BY CUSTOMER TO WAYPAVE DURING THE MOST RECENT 12 MONTH PERIOD PRIOR TO THE LAST EVENT GIVING RISE TO LIABILITY. FURTHER, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THE PARTIES EACH ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH HEREUNDER WILL NOT APPLY TO ANY LOSSES AS THE RESULT OF: (I) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; OR (II) SERVICE LEVEL CREDITS. Except as otherwise expressly provided herein, all rights and remedies of the Parties are separate and cumulative. The waiver or failure of either Party to exercise in any respect any right or remedy provided herein will not be deemed a waiver of any further right or remedy. 10. INDEMNIFICATION 10.1 By WayPave. WayPave shall indemnify, defend, and hold harmless Customer, its Authorized Users, parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, and successors, from and against any and all losses, damages, costs, judgments, liabilities, and expenses, (including reasonable attorneys’ fees) (collectively, “Claims”), arising out of or relating to: (i) any Security Event; (ii) the breach of any obligation, representation, or warranty of WayPave under this Agreement, or (iii) any third-party claim asserting the Platform, Services, or use thereof, infringes or misappropriates any third-party’s Intellectual Property right; provided, WayPave’s indemnification obligations hereunder shall not apply to any Claims involving the gross negligence, willful misconduct, or fraudulent activity of Customer. 10.2 By Customer. Customer shall indemnify, defend, and hold harmless WayPave, its parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, and successors, from and against any and all Claims arising out of or relating to: (i) the breach of any obligation, representation, or warranty of Customer under this Agreement; (ii) Customer’s unapproved or unauthorized use and access of the Platform; or (iii) any third-party claim asserting labor, employment, or other hiring-related violation related to Customer’s use and access of the Platform; provided, Customer’s indemnification obligations hereunder shall not apply to any Claims involving the gross negligence, willful misconduct, or fraudulent activity of WayPave. 11. GOVERNING LAW AND DISPUTE RESOLUTION 11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of laws principles. 11.2 Dispute Resolution. Any disputes arising under this Agreement shall be resolved through binding arbitration in Benton County, Arkansas, in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”). The Parties agree to follow the procedures set forth by JAMS and that the decision issued by the arbitrator(s) of JAMS will be final and binding as to any dispute between the Parties. In addition to the remedies set forth in this Agreement, the Parties agree the arbitrator(s) may award additional remedies available at law and in equity. 12. MISCELLANEOUS 12.1 Headings. The headings and titles used in this Agreement are for convenience only and should not be construed as the Parties’ intent or be given any effect. 12.2 Orders. All Orders are subject to and incorporated into this Agreement, including its exhibits, if any. If there is a conflict between an Order and this Agreement, the terms in this Agreement shall take precedence, unless expressly provided otherwise. 12.3 Force Majeure. Neither Party will be liable to the other for any loss, damage, delay or breach in performing any obligations hereunder to the extent resulting from any cause or event beyond the control of the Party being released hereby, including acts of God, natural disasters, pandemics, government actions, telecommunication or power suppliers, and acts or omissions of civil or military authorities (each, a “Force Majeure Event”), but only to the extent such Party being released did not contribute to and could not have reasonably prevented or mitigated the impact thereof. In the event a Force Majeure Event occurs for 90 consecutive days, either Party may request that this Agreement, and any Order hereunder, be terminated. The Party seeking to be released under this Section will as soon as practicable notify the other Party of the Force Majeure Event and its intention to terminate this Agreement. Any prepaid Fees will be refunded to the Customer on a pro-rata basis. 12.4 Subcontracting. WayPave may subcontract any of its obligations under this Agreement without the prior written consent of the Customer. 12.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 12.6 Assignment. Customer may not assign this Agreement without the prior written consent of WayPave. WayPave may assign this Agreement or any of its obligations or rights herein by providing reasonable prior written notice to the Customer and such assignment is to: (i) a parent, subsidiary, or related other entity under common control with WayPave, or (ii) any party that acquires all or substantially all of WayPave’s assets or otherwise succeeds to all or substantially all of WayPave’s business and operations. For purposes of this section, “common control” means the power to direct or cause the direction of the management and policies of a person or an organization, whether by ownership of equity, voting rights, by contract, or otherwise. Otherwise, no party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of WayPave. 12.7 No Agency. The Parties agree that neither Party will be an employee, agent, partner, or joint venture of or with the other Party. WayPave, in furnishing the Services, is acting as an independent contractor of Customer. Neither Party has any authority to represent, contract, or commit the other in any matters, except as may be expressly authorized in this Agreement. 12.8 Compliance. In using, accessing, providing, and otherwise performing, the Platform, Services, and obligations under this Agreement, each Party agrees to act in a manner that complies with applicable federal, state, and local laws, regulations, ordinances, and codes, including laws prohibiting discrimination on the basis of race, color, religion, age, sex, ancestry, medical condition, marital status, sexual orientation, veteran status, disability, or national origin. 12.9 Entire Agreement. This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings. 12.10 Counterparts. This Agreement may be executed in counterparts, including execution by facsimile, portable document format, or other electronic transmission, which, when taken together, will be deemed to constitute one and the same document.