­TERMS OF SERVICE

The below terms ofservice (this “Agreement”) constitute a binding legal agreement between thecompany or other legal entity you represent (“Customer”) and FlexbaseTechnologies, Inc, a Delaware corporation (“Flexbase”, “we”, or “us”) andgovern Customer’s use of all portals, applications, APIs, and servicesassociated with the website www.flexbase.app, any mobile or desktop application that providesor links to this Agreement, or that are otherwise provided by Flexbase relatingto Customer’s invoicing, working capital management, or similar businessprocesses (collectively, the “Services”). For clarity, any legal entity that issues invoices for which Servicesare provided constitutes a “Customer” for purposes of this Agreement, withrespect to such Services.

BY SIGNING BELOW, YOUARE ENTERING INTO A MUTUALLY BINDING AGREEMENT BETWEEN CUSTOMER AND FLEXBASE ASTO THE TERMS SET FORTH BELOW AND REPRESENT THAT YOU HAVE SUCH AUTHORITY ONBEHALF OF CUSTOMER. WITHOUT LIMITING THE FOREGOING, BY USING THE SERVICES,CUSTOMER ACCEPTS AND AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOESNOT AGREE TO THE TERMS SET FORTH BELOW, CUSTOMER MUST NOT ACCESS OR USE THESERVICES.

Flexbase may change anyof the terms of this Agreement at any time, in our sole discretion. Pleasecheck periodically for updates to this Agreement so you are aware of anychanges. We will notify Customer of any changes to this Agreement thatmaterially modify Customer’s rights or obligations (“Material Modifications”)by e-mail to the address provided in Customer’s account profile and/or byposting a notice in our applications. Any Material Modifications will beeffective upon Customer’s acceptance of the modified agreement, or uponCustomer’s continued use of the Services after we send or post a notice of thechanges, whichever is earlier. Changes to this Agreement that do not materiallymodify Customer’s rights or obligations will be effective immediately uponpublication. However, any disputes arising under this Agreement will beresolved pursuant to the version of this Agreement in effect at the time thedispute arose.

The Parties agree asfollows:

1.Definitions.

(a)“Aggregated Statistics”means data and information related to Customer’s use of the Services that isused by Flexbase in an aggregate and anonymized manner, including to compilestatistical and performance information related to the provision and operationof the Services.

(b)“Authorized User” meansCustomer’s employees, consultants, contractors, and agents (i) who areauthorized by Customer to access and use the Services under the rights grantedto Customer pursuant to this Agreement and (ii) for whom access to the Serviceshas been purchased hereunder.

(c)“Customer Data” means,other than Aggregated Statistics, information, data, and other content, in anyform or medium, that is submitted, posted, or otherwise transmitted by or onbehalf of Customer or an Authorized User through the Services.

(d)“Documentation” meansFlexbase’s end user documentation relating to the Services made available onFlexbase’s websites or applications from time to time.

(e)“Flexbase IP” means theServices, the Documentation, and any and all intellectual property provided toCustomer or any Authorized User in connection with the foregoing. For theavoidance of doubt, Flexbase IP includes Aggregated Statistics and anyinformation, data, or other content derived from Flexbase’s monitoring ofCustomer’s access to or use of the Services, but does not include Customer Data.

(f)“Invoice” means an invoicegenerated by Flexbase on behalf of Customer as part of the Services providedhereunder.

(g)“Parties” means Flexbaseand Customer.

2.Access and Use.

(a)Provision of Access.Subject to and conditioned on Customer’s payment of Fees and compliance withall other terms and conditions of this Agreement, Flexbase hereby grantsCustomer a non-exclusive, non-transferable (except in compliance with Section12(g)) right to access and use theServices during the Term, solely for use by Authorized Users in accordance withthe terms and conditions herein. Such use is limited to Customer’s internaluse. Flexbase shall provide to Customer the necessary passwords and networklinks or connections to allow Customer to access the Services.

(b)Documentation License.Subject to the terms and conditions contained in this Agreement, Flexbasehereby grants to Customer a non-exclusive, non-sublicensable, non-transferable(except in compliance with Section12(g)) license to use theDocumentation during the Term solely for Customer’s internal business purposesin connection with its use of the Services.

(c)Use Restrictions.Customer shall not use the Services for any purposes beyond the scope of theaccess granted in this Agreement. Customer shall not at any time, directly orindirectly, and shall not permit any Authorized Users to: (i) copy, modify, orcreate derivative works of the Services or Documentation, in whole or in part;(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish,transfer, or otherwise make available the Services or Documentation; (iii)reverse engineer, disassemble, decompile, decode, adapt, or otherwise attemptto derive or gain access to any software component of the Services, in whole orin part; (iv) remove any proprietary notices from the Services orDocumentation; or (v) use the Services or Documentation in any manner or forany purpose that infringes, misappropriates, or otherwise violates anyintellectual property right or other right of any person, or that violates anyapplicable law.

(d)Reservation of Rights.Flexbase reserves all rights not expressly granted to Customer in thisAgreement. Except for the limited rights and licenses expressly granted underthis Agreement, nothing in this Agreement grants, by implication, waiver,estoppel, or otherwise, to Customer or any third party any intellectualproperty rights or other right, title, or interest in or to the Flexbase IP.

(e)Suspension.Notwithstanding anything to the contrary in this Agreement, Flexbase maytemporarily suspend Customer’s and any Authorized User’s access to any portionor all of the Services if: (i) Flexbase reasonably determines that (A) there isa threat or attack on any of the Flexbase IP; (B) Customer’s or any AuthorizedUser’s use of the Flexbase IP disrupts or poses a security risk to the FlexbaseIP or to any other customer or vendor of Flexbase; (C) Customer, or anyAuthorized User, is using the Flexbase IP for fraudulent or illegal activities;(D) subject to applicable law, Customer has ceased to continue its business inthe ordinary course, made an assignment for the benefit of creditors or similardisposition of its assets, or become the subject of any bankruptcy,reorganization, liquidation, dissolution, or similar proceeding; or (E)Flexbase’s provision of the Services to Customer or any Authorized User isprohibited by applicable law; (ii) any vendor of Flexbase has suspended orterminated Flexbase’s access to or use of any third-party services or productsrequired to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii),or (iii), a “Service Suspension”). Flexbase shall use commercially reasonableefforts to provide written notice of any Service Suspension to Customer and toprovide updates regarding resumption of access to the Services following any ServiceSuspension. Flexbase shall use commercially reasonable efforts to resumeproviding access to the Services as soon as reasonably possible after the eventgiving rise to the Service Suspension is cured. Flexbase will have no liabilityfor any damage, liabilities, losses (including any loss of data or profits), orany other consequences that Customer or any Authorized User may incur as aresult of a Service Suspension.

(f) Aggregated Statistics.Notwithstanding anything to the contrary in this Agreement, Flexbase maymonitor Customer’s use of the Services and collect and compile AggregatedStatistics. As between Flexbase and Customer, all right, title, and interest inAggregated Statistics, and all intellectual property rights therein, belong toand are retained solely by Flexbase. Customer acknowledges that Flexbase maycompile Aggregated Statistics based on Customer Data input into the Services.Customer agrees that Flexbase may (i) make Aggregated Statistics publiclyavailable in compliance with applicable law, and (ii) use Aggregated Statisticsto the extent and in the manner permitted under applicable law.

3.CustomerResponsibilities.

(a)General. Customeris responsible and liable for all uses of the Services and Documentationresulting from access provided by Customer, directly or indirectly, whethersuch access or use is permitted by or in violation of this Agreement. Withoutlimiting the generality of the foregoing, Customer is responsible for all actsand omissions of Authorized Users, and any act or omission by an AuthorizedUser that would constitute a breach of this Agreement if taken by Customer willbe deemed a breach of this Agreement by Customer. Customer shall use reasonableefforts to make all Authorized Users aware of this Agreement’s provisions asapplicable to such Authorized User’s use of the Services, and shall causeAuthorized Users to comply with such provisions.

(b)Third-Party Products.Flexbase may from time to time make Third-Party Products available to Customer.For purposes of this Agreement, such Third-Party Products are subject to theirown terms and conditions and the applicable flow-through provisions. IfCustomer does not agree to abide by the applicable terms for any suchThird-Party Products, then Customer should not install or use such Third-PartyProducts.

4.Service Availability.Flexbase makes no representation, warranty, or covenant regarding theavailability of the Services.

5.Fees and Payment.

(a)Fees. Customershall pay Flexbase the fees (“Fees”) as set forth on the attached fee schedule(the “Fee Schedule”). No fees will be apply if no Invoices of Customer areprocessed by Flexbase. Customer hereby authorizes Flexbase and any third partypartner of Flexbase that processes payments against Invoices to deductapplicable Fees from such payments. To the extent any applicable Fees are notdeducted from such payments, Customer shall pay Flexbase such Fees within 30days of receiving a valid invoice for the same. If Customer fails to make anypayment when due, without limiting Flexbase’s other rights and remedies: (i)Flexbase may charge interest on the past due amount at the rate of 1.5% permonth calculated daily and compounded monthly or, if lower, the highest ratepermitted under applicable law; (ii) Customer shall reimburse Flexbase for allreasonable costs incurred by Flexbase in collecting any late payments orinterest, including attorneys’ fees, court costs, and collection agency fees;and (iii) Flexbase may suspend Customer’s and its Authorized Users’ access toany portion or all of the Services until such amounts are paid in full.

(b)Taxes. All Fees andother amounts payable by Customer under this Agreement are exclusive of taxesand similar assessments. Customer is responsible for all sales, use, and excisetaxes, and any other similar taxes, duties, and charges of any kind imposed byany federal, state, or local governmental or regulatory authority on anyamounts payable by Customer hereunder, other than any taxes imposed onFlexbase’s income.

(c)Auditing Rights andRequired Records. Customer agrees to maintain complete and accurate recordsin accordance with generally accepted accounting principles during the Term andfor a period of two years after the termination or expiration of this Agreementwith respect to matters necessary for accurately determining amounts duehereunder. Flexbase may, at its own expense, on reasonable prior notice,periodically inspect and audit Customer’s records with respect to matterscovered by this Agreement, provided that if such inspection and audit revealsthat Customer has underpaid Flexbase with respect to any amounts due andpayable during the Term, Customer shall promptly pay the amounts necessary torectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if theaudit determines that Customer’s underpayment equals or exceeds 5% for anyquarter. Such inspection and auditing rights will extend throughout the Term ofthis Agreement and for a period of two years after the termination orexpiration of this Agreement.

6.ConfidentialInformation. From time to time duringthe Term, either Party may disclose or make available to the other Partyinformation about its business affairs, products, confidential intellectualproperty, trade secrets, third-party confidential information, and othersensitive or proprietary information that is marked, designated, or otherwiseidentified as “confidential” (collectively, “Confidential Information”).Confidential Information does not include information that, at the time ofdisclosure is: (a) in the public domain; (b) known to the receiving Party atthe time of disclosure; (c) rightfully obtained by the receiving Party on anon-confidential basis from a third party; or (d) independently developed bythe receiving Party. The receiving Party shall not disclose the disclosingParty’s Confidential Information to any person or entity, except to thereceiving Party’s employees who have a need to know the ConfidentialInformation for the receiving Party to exercise its rights or perform itsobligations hereunder. Notwithstanding the foregoing, each Party may discloseConfidential Information to the limited extent required (i) in order to complywith the order of a court or other governmental body, or as otherwise necessaryto comply with applicable law, provided that the Party making the disclosurepursuant to the order shall first have given written notice to the other Party andmade a reasonable effort to obtain a protective order; or (ii) to establish aParty’s rights under this Agreement, including to make required court filings.On the expiration or termination of the Agreement, the receiving Party shallpromptly return to the disclosing Party all copies, whether in written,electronic, or other form or media, of the disclosing Party’s ConfidentialInformation, or destroy all such copies and certify in writing to thedisclosing Party that such Confidential Information has been destroyed. EachParty’s obligations of non-disclosure with regard to Confidential Informationare effective as of the Effective Date and will expire five years from the datefirst disclosed to the receiving Party; provided, however, with respect to anyConfidential Information that constitutes a trade secret (as determined underapplicable law), such obligations of non-disclosure will survive thetermination or expiration of this Agreement for as long as such ConfidentialInformation remains subject to trade secret protection under applicable law.For clarity, Invoices are Confidential Information of Customer, provided,however, that nothing herein will restrict Flexbase from displaying ortransmitting Invoices to third parties (such as clients of Customer) asreasonably required in the ordinary course of providing the Services.

7.Intellectual PropertyOwnership; Feedback.

(a)Flexbase IP.Customer acknowledges that, as between Customer and Flexbase, Flexbase owns allright, title, and interest, including all intellectual property rights, in andto the Flexbase IP and, with respect to Third-Party Products, either Flexbaseor the applicable third-party providers own all right, title, and interest,including all intellectual property rights, in and to the Third-Party Products.

(b)Customer Data.Flexbase acknowledges that, as between Flexbase and Customer, Customer owns allright, title, and interest, including all intellectual property rights, in andto the Customer Data. Customer hereby grants to Flexbase a non-exclusive,royalty-free, worldwide license to reproduce, distribute, and otherwise use anddisplay the Customer Data and perform all acts with respect to the CustomerData as may be necessary for Flexbase to provide the Services to Customer, anda non-exclusive, perpetual, irrevocable, royalty-free, worldwide license toreproduce, distribute, modify, and otherwise use and display Customer Data tothe extent incorporated within (but not reasonably discernible from) theAggregated Statistics.

(c)Feedback. IfCustomer or any of its employees or contractors sends or transmits anycommunications or materials to Flexbase by mail, email, telephone, orotherwise, suggesting or recommending changes to the Flexbase IP, includingwithout limitation, new features or functionality relating thereto, or anycomments, questions, suggestions, or the like (“Feedback”), Flexbase isperpetually and irrevocably free to use such Feedback irrespective of any otherobligation or limitation between the Parties governing such Feedback.

8.Warranty Disclaimer.

(a)THE SERVICES AND THEFLEXBASE IP ARE PROVIDED “AS IS” AND FLEXBASE HEREBY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FLEXBASE SPECIFICALLYDISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OFDEALING, USAGE, OR TRADE PRACTICE. FLEXBASE MAKES NO WARRANTY OF ANY KIND THATTHE FLEXBASE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEETCUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM,OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, ORERROR FREE.

9.Indemnification.

(a)Flexbase Indemnification.

(i)Flexbase shallindemnify, defend, and hold harmless Customer from and against any and alllosses, damages, liabilities, costs (including reasonable attorneys’ fees)(“Losses”) incurred by Customer resulting from any third-party claim, suit,action, or proceeding (“Third-Party Claim”) that the Services, or any use ofthe Services in accordance with this Agreement, infringes or misappropriatessuch third party’s US patents or copyrights, provided that Customer promptlynotifies Flexbase in writing of the claim, cooperates with Flexbase, and allowsFlexbase sole authority to control the defense and settlement of such claim.

(ii)If such a claim ismade or appears possible, Customer agrees to permit Flexbase, at Flexbase’ssole discretion, to (A) modify or replace the Services, or component or partthereof, to make it non-infringing, or (B) obtain the right for Customer tocontinue use. If Flexbase determines that neither alternative is reasonablyavailable, Flexbase may terminate this Agreement, in its entirety or withrespect to the affected component or part, effective immediately on writtennotice to Customer.

(iii)This Section9(a) will not applyto the extent that the alleged infringement arises from: (A) use of theServices in combination with data, software, hardware, equipment, or technologynot provided by Flexbase or authorized by Flexbase in writing; (B)modifications to the Services not made by Flexbase; (C) Customer Data ; or (D)Third-Party Products.

(b)CustomerIndemnification. Customer shall indemnify, hold harmless, and, atFlexbase’s option, defend Flexbase from and against any Losses resulting fromany Third-Party Claim that the Customer Data, or any use of the Customer Datain accordance with this Agreement, infringes or misappropriates such thirdparty’s intellectual property or other proprietary rights and any Third-PartyClaims based on Customer’s or any Authorized User’s (i) negligence or willfulmisconduct; (ii) use of the Services in a manner not authorized by thisAgreement; (iii) use of the Services in combination with data, software,hardware, equipment, or technology not provided by Flexbase or authorized byFlexbase in writing; or (iv) modifications to the Services not made byFlexbase, provided that Customer may not settle any Third-Party Claim against Flexbase unless Flexbase consents to such settlement, and further provided thatFlexbase will have the right, at its option, to defend itself against any suchThird-Party Claim or to participate in the defense thereof by counsel of itsown choice.

(c)Sole Remedy. THISSECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND FLEXBASE’S SOLE LIABILITY ANDOBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICESINFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTSOF ANY THIRD PARTY. IN NO EVENT WILL FLEXBASE’S LIABILITY UNDER THIS SECTION 9EXCEED $100,000.

10.Limitations of Liability. IN NO EVENT WILL FLEXBASEBE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OREQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL,INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASEDCOSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;(c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS,INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEMSECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESSOF WHETHER FLEXBASE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ORSUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FLEXBASE’SAGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGALOR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO FLEXBASE UNDERTHIS AGREEMENT IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THECLAIM OR $100,000, WHICHEVER IS LESS.

11.Term and Termination.

(a)Term. ThisAgreement begins on the Effective Date and can be terminated by either Party upon prior written notice to the other Party. The period during which theAgreement is effective is referred to herein as the “Term”.

(b)Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Flexbase IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Flexbase IP and certify in writing to the Flexbase that the Flexbase IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may havebecome due before such expiration or termination or entitle Customer to anyrefund.

(c)Survival. ThisSection 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive theexpiration or earlier termination of this Agreement.

12.Arbitration

a)In order to expedite and control the cost of disputes,Flexbase and Customer agree that any legal or equitable claim, dispute, actionor proceeding arising from or related to the Services or this Agreement(“Dispute”) will be resolved by arbitration if the Parties are unable to reachagreement through negotiation of the dispute. This applies to all Disputes, whetherbased in contract, tort, statute, fraud, misrepresentation, or any other legaltheory, even if the Dispute arises after the termination of this Agreement.

b)Exceptions to Arbitration Agreement. Despitethis arbitration agreement, both Customer and Flexbase will still be able to:(a) bring an individual action in small claims court; (b) bring an individualaction seeking injunctive relief in a court of law; (c) bring suit regardingintellectual property infringement; and (d) bring issues to the attention offederal, state, or local agencies, which may result in legal action.

c)Binding Arbitration. Tothe fullest extent permitted under law, any arbitration between Customer andFlexbase will be settled under the Federal Arbitration Act, and willadministered by the American Arbitration Association (“AAA”) pursuant to itsCommercial Arbitration Rules in effect at the time the Dispute is filed (the“AAA Rules”), as modified by this Agreement. Information about AAA and the AAA Rules and filing process is availableat  http://www.adr.org/ or by contacting Flexbase. ALL DISPUTES WILL BERESOLVED BEFORE A NEUTRAL ARBITRATOR, WHOSE DECISION WILL BE FINAL EXCEPT FOR ALIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT. The arbitration willtake place in San Francisco, California and be conducted in English by onearbitrator.

d)Filing Period.  TO THE FULLEST EXTENT PERMITTED BY LAW, ANYDISPUTE UNDER THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR IN AN ARBITRATIONPROCEEDING.  The one-year period beginswhen the events giving rise to the Dispute first occur. If a claim is notsubmitted within one year, it is permanently barred. This period can only beextended by the written consent of both parties. No statutes or provisions oflaw that would toll or otherwise affect the time in which a party may bring aclaim shall operate to extend the period limited in this Section, and any suchstatutes and provisions are hereby waived, to the fullest extent permitted bylaw.

13.Miscellaneous.

(a)Entire Agreement.This Agreement, together with any other documents incorporated herein byreference and all related Exhibits, constitutes the sole and entire agreementof the Parties with respect to the subject matter of this Agreement andsupersedes all prior and contemporaneous understandings, agreements, andrepresentations and warranties, both written and oral, with respect to suchsubject matter. In the event of any inconsistency between the statements madein the body of this Agreement, the related Exhibits, and any other documentsincorporated herein by reference, the following order of precedence governs:(i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits tothis Agreement as of the Effective Date; and (iii) third, any other documentsincorporated herein by reference.

(b)Notices. Allnotices, requests, consents, claims, demands, waivers, and other communicationshereunder (each, a “Notice”) must be in writing and delivered by email.Customer shall send Notices for Flexbase to legal@flexbase.app. Flexbase shallsend Notices for Customer to the email address for Customer associated withCustomer’s account profile on the Services.

(c)Force Majeure. In no event shall Flexbase be liable to Customer, or bedeemed to have breached this Agreement, for any failure or delay in performingits obligations under this Agreement, if and to the extent such failure ordelay is caused by any circumstances beyond Flexbase’s reasonable control,including but not limited to acts of God, flood, fire, earthquake, explosion,war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppagesor slowdowns or other industrial disturbances, or passage of law or any actiontaken by a governmental or public authority, including imposing an embargo.

(d)Severability. Ifany provision of this Agreement is invalid, illegal, or unenforceable in anyjurisdiction, such invalidity, illegality, or unenforceability will not affectany other term or provision of this Agreement or invalidate or renderunenforceable such term or provision in any other jurisdiction. Upon suchdetermination that any term or other provision is invalid, illegal, orunenforceable, the Parties shall negotiate in good faith to modify thisAgreement so as to effect their original intent as closely as possible in amutually acceptable manner in order that the transactions contemplated herebybe consummated as originally contemplated to the greatest extent possible.

(e)Governing Law;Submission to Jurisdiction. This Agreement is governed by and will beconstrued in accordance with the internal laws of the State of Delaware withoutgiving effect to any choice or conflict of law provision or rule that would requireor permit the application of the laws of any jurisdiction other than those ofthe State of Delaware.

(f)Assignment.Customer may not assign any of its rights or delegate any of its obligationshereunder, in each case whether voluntarily, involuntarily, by operation of lawor otherwise, without the prior written consent of Flexbase. Any purportedassignment or delegation in violation of this Section will be null and void. Noassignment or delegation will relieve the assigning or delegating Party of anyof its obligations hereunder. This Agreement is binding upon and inures to thebenefit of the Parties and their respective permitted successors and assigns.

(g)Equitable Relief.Each Party acknowledges and agrees that a breach or threatened breach by suchParty of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for whichmonetary damages would not be an adequate remedy and agrees that, in the eventof such breach or threatened breach, the other Party will be entitled toequitable relief, including a restraining order, an injunction, specificperformance, and any other relief that may be available from any court, withoutany requirement to post a bond or other security, or to prove actual damages orthat monetary damages are not an adequate remedy. Such remedies are notexclusive and are in addition to all other remedies that may be available atlaw, in equity, or otherwise.

Fee Schedule

1.     Nofees will be apply if no Invoices of Customer are processed by Flexbase.

2.     Nofees will apply during the first 3 months that Customer receives Services.

3.     Afterthe initial 3 month period, Customer shall pay Flexbase the following fee foreach Invoice processed:

Invoice Amount Tiers Applicable Fee to Amount in Tier
For customers processing less than $5 million 0.5%

4.     Forclarity, additional fees may apply for Third-Party Products and paymentprocessing fees and costs charged by third parties (e.g., interchange).