MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT ("Agreement") is a binding contract between West Iowa Technology LLC dba OXEN Technology ("OXEN") and its “Client”.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and OXEN agree as follows:

1. SERVICES:

1.1 OXEN will provide products, equipment, and services (collectively "Services") as provided herein or otherwise described in the relevant quote or proposal and/or other agreements executed between the parties which are incorporated herein by this reference (collectively "Attachments"). This Agreement sets forth the specific terms and conditions under which OXEN shall supply Services to Client. The initial term length for any or all Services (“Initial Term”) is set forth in the relevant quote or proposal, and in the event of any conflict between the terms of this Agreement and the terms set forth in an Attachment, the terms and conditions set forth in the Attachment shall control.

1.2 All equipment will be shipped F.O.B. Destination, Freight Added, unless otherwise indicated. If a monetary default continues for ten (10) business days after written notice thereof by OXEN, OXEN may restrict Client’s access to the equipment (if in OXEN’s control) until OXEN receives payment in full.

1.3 All cloud servers, remote applications, file storage solutions, backup solutions, and any additional services that OXEN make available to the Client through OXEN’s Cloud Solution Offering, including any related support services or documentation OXEN may provide, are collectively referred to in this Agreement as "Cloud Services". OXEN reserves the right to modify Cloud Services (but not in their essential purpose) at any time upon reasonable advance notice.

2. BILLING AND PAYMENT:

2.1. Client shall pay all charges, taxes, and fees for Services as set forth in this Agreement, Attachments, and related invoices. Unless otherwise specified in the Attachments or invoices, all charges, taxes, and fees associated with equipment purchases are due prior to installation. Charges, taxes, and fees due in

connection with Services are billed twenty (20) days in advance of the rendering of such Services. Charges, taxes, taxes, and fees owing in connection with labor hours outside the Services are due upon completion of the relevant project.

2.2. Additional charges may be invoiced by OXEN and paid by Client for: (i) hours of service provided beyond those described in the Attachments; (ii) material changes to the scope of any project, and (iii) other specialized services not listed herein or in an Attachment and requested by the Client.

2.3. Rates: With respect to continuing Services, unless otherwise provided, OXEN reserve the right to raise the rates on any Services or Cloud Services after the initial term.

Labor rates (for separately billable activities specifically set forth in an Attachment) will be billed at the agreed upon rate for work done Monday through Friday from 8am to 5pm. Any service work for separately billable activities specifically set forth in an Attachment performed after hours is billable at an after-hours rate. After- hour rates from 5pm – 8am Monday through Friday and all-day Saturday are billed at time and half the normal rate. After-hour rates for work performed on Sundays and Holidays (see the list of OXEN observed holidays in section 8.4) are billed at two times the normal rate.

2.4. Client shall pay a late payment charge equal to one and one-half percent (1.5%) (or the highest amount permitted by law, whichever is lower) per month or portion thereof on the outstanding balance of any invoice remaining unpaid forty-five (45) days after the date upon which payment is due ("Due Date"). Accounts unpaid after the Due Date may have Services suspended or terminated. Such suspension or termination shall not relieve Client of Client's obligation to pay for Services rendered.

2.5 Client shall pay port-to-port drive time fees associated with any service performed on-site, if set forth in an Attachment.

2.6 A restocking fee of 20% of the purchase price shall be applied to all returned merchandise and canceled orders.

2.7 Taxes. Client agrees to pay all taxes on the Services that OXEN is required by law to collect from Client.

3. TERM AND TERMINATION:

3.1 This Agreement shall commence upon the start date set forth in the relevant quote or proposal and shall continue in full force and effect until the first anniversary thereof unless extended by the mutual written agreement of the parties hereto or until terminated by either party pursuant to this Section 3.

3.2 This Agreement may be terminated immediately by either party if the other party: (i) breaches a material term of this Agreement and fails to cure such breach within the (A) the term for cure for a breach of the nature specified and set forth in an Attachment, or (B) ten (10) business days after written notification of such breach if not specified unless the nature of such breach makes it impractical to cure such break with in ten (10) days, but the breaching party is actively attempting to remedy such breach; ; (ii) violates the confidentiality restrictions contained in this Agreement; or (iii) files a petition for reorganization, protection from creditors, or otherwise under the bankruptcy laws or laws of any

jurisdiction or is adjudicated bankrupt and which is not dismissed or cured within ninety (90) days; or OXEN may immediately (and without prior notice) suspend or terminate all or part of the Cloud Services by sending Client a written notice of termination if one or more of the following occurs: (i) OXEN determines, in its sole discretion, that Client’s use of the Cloud Services poses an imminent and immediate threat to the security or performance of OXEN’s network or to any of OXEN’s clients or suppliers; (ii) OXEN determines, in its reasonable discretion, that Client’s use of the Cloud Services is illegal, or that it misappropriates or infringes the property rights of a third party; (iii) OXEN reasonably believes that Client’s use of the Cloud Services has or will subject OXEN to civil or criminal liability; (iv) Client becomes the subject of an involuntary or voluntary bankruptcy or similar proceeding, or Client assigns all or substantially all of Client’s assets for the benefit of creditors; (v) Client uses cloud resources in an attempt to gain unauthorized access to third party computer systems (i.e., "hacking"). Upon termination or expiration of this Agreement, but subject to the further provisions hereof, any license and associated rights granted to Client by OXEN will expire automatically and both parties shall promptly return to the other party, destroy, or delete any Confidential Information, as defined in Section 5 and copies thereof in the party's possession. Upon such termination, Client shall pay, in accordance with the payment terms set forth herein, to OXEN all payments due through the date of such termination.

4. WARRANTY; ACCEPTANCE OF SERVICES:

4.1 Except as specifically set forth in this agreement or in an Attachment, OXEN makes no warranties, express or implied, as to any services, equipment, product, or documentation. Except as set forth in this Agreement or in an Attachment, OXEN specifically disclaim any and all implied warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or title or non-infringement of third-party rights.

5. CONFIDENTIALITY:

5.1 From time to time, either party may disclose or make available to the other party confidential, proprietary, or intellectual property or information concerning the disclosing party's business, products, or services (together, "Confidential Information") in connection with this Agreement. Each party agrees: (i) it will use Confidential Information solely for the purposes of this Agreement and (ii) it will take reasonable precautions to ensure that it does not disclose Confidential Information to any third party without first obtaining written consent. The parties shall make no attempt to copy, alter, reverse engineer, tamper with, resell, transfer, or export any Confidential Information. If requested, the parties will return all copies of any Confidential Information to the disclosing party.

5.2 Exclusions: "Confidential Information" does not include any information (i) independently developed by a party without use of or reference to any Confidential Information belonging to the other party; (ii) acquired by a party from a third party having the legal right to furnish the information; (iii) was at the time in question generally known by or available to the public; or (iv) required to be disclosed by court order or any government agency, provided that prompt notice is given to the disclosing party of such order. Each party shall reasonably cooperate with the disclosing party's request to resist such order or to obtain a protective order.

6. NON-SOLICITATION:

6.1 Client agrees not to solicit, hire, or engage in any like activity in any manner whatsoever, directly, or indirectly, with any of OXEN's employees during the term of this Agreement and for a period of one (1) year thereafter. For each breach by Client of the forgoing restrictions, Client will pay OXEN an amount equal to any recruitment or referral fees paid by OXEN for such employee plus the base salary and bonus earned by such employee during the twelve (12) months following Client's breach of the forgoing restrictions.

7. SECURITY:

7.1 Except as expressly provided in this Agreement or in an Attachment, the Client acknowledges that Client bears the sole responsibility for the security of the Cloud Services. The respective responsibilities of Client and OXEN with regard to security issues are set forth on the attached OXEN/Client security matrix. The parties acknowledge and agree that security issues, threats, and countermeasures are continually developing and evolving. OXEN reserves the right to update, expand, or otherwise modify the OXEN/Client security matrix in response to developments in cyber-security OXEN will provide written notice to Client to a designed client email account of any modifications to the OXEN/Client security matrix. In the event OXEN intends to discontinue or stop supporting a security function for which OXEN was previously fully or partially responsible, OXEN will provide reasonable notice to client of such discontinuation to permit Client to obtain replacement or similar services. Client acknowledges that items identified as “Enhanced Security” are available ONLY to Clients which have executed and delivered the signed Enhanced Security Terms and Conditions Agreement to OXEN. Client agrees to implement security measures that are commercially reasonable for Client’s use of Cloud Services, including encryption technologies, password and user ID requirements, and procedures regarding the application of security patches and updates. NEITHER OXEN NOR ANY OF OXEN’S EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE SUPPLIERS OR LICENSORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS (I.E., HACKING) INTO THE CLOUD SERVERS OR CLIENT’S TRANSMISSION FACILITIES, PREMISES OR EQUIPMENT, OR FOR UNAUTHORIZED ACCESS TO DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THEREON, UNLESS AND ONLY TO THE EXTENT THAT THIS DISCLAIMER IS PROHIBITED BY APPLICABLE LAW. OXEN shall not be responsible for any unauthorized access by NSA (National Security Agency) or any other government agency into Cloud Servers or storage, transmission facilities, premises, or equipment.

8. COMMUNICATION AND SERVICE LEVEL EXPECTATIONS:

8.1 The program described by this document is dependent upon the timely and appropriately directed communication of both parties. The Client shall provide all communication or requests for service regarding this Agreement in one of the following ways: (1) by sending an e-mail to support@oxen.tech; (2) by voice with a telephone call to 888-296-3619 using option 2; (3) by post to the nearest OXEN office. Phone calls or emails to numbers, addresses, or individuals not listed above, shall not be deemed a binding form of communication with regard to this agreement. The Client shall provide contact information for up to two individuals to serve as Primary and Secondary contacts for the Client. OXEN will contact and communicate with these individuals by using the contact methods of email using email address supplied, phone using the phone number supplied, or by post using the address supplied.

8.2 Data received from monitored devices will be evaluated by OXEN and its agents for validity, severity, and potential impact. Client will be notified of these events using the most appropriate method as deemed by OXEN staff. In general, informational and non-critical alerts will be reported via e-mail only, and more critical and time-sensitive notifications will be communicated via telephone and email.

8.3 Service notification may be done in any of the following ways: alert notification to Client by agent software used by OXEN, phone call from Client using 888-296-3619 using option 2, email from Client to support@oxen.tech, or a service request filled out from the www.oxen.tech web site.

8.4 Subject to alternative terms and conditions set forth in an Attachment, Service Level Response Time shall be from 7:30am to 5pm, Monday – Friday, excluding OXEN company holidays of January 1st (New Year's Day), Memorial Day, July 4th (or a Friday or Monday preceding or following July 4th if it falls on a

weekend date), Labor Day, Thanksgiving Day, the day following Thanksgiving Day, and Christmas Day (the “Holidays”).

8.5 SERVICE LEVEL AGREEMENT. The term "Service Level Agreement" or "SLA" anywhere in this Agreement refers to the service level agreement set forth in this Section 8. In the event of any inconsistency between this Section 8 and the terms and conditions set forth in an Attachment, the terms and conditions set forth in an Attachment shall control.

Response time for Cloud Services SLA shall be a 2-hour response during OXEN’s normal hours of operation from 7:30am to 5pm, Monday through Friday, excluding Holidays. Response refers to OXEN notifying Client of issue by email or phone call. Downtime may be experienced due to unavailability caused by maintenance; the failure of servers or services outside of a data center on which the Cloud Services are dependent, including, but not limited to, inaccessibility on the internet that is not caused by OXEN’s infrastructure or network provider; a force majeure event such as an act of God, act of war, act of terrorism, fire, governmental action, labor dispute, and any other circumstances or events not in OXEN’s direct control; or an attack on OXEN’s infrastructure, including a denial of service attack or unauthorized access (i.e., hacking).

Response time for Services other than Cloud Services SLA shall be a 4-hour response during OXEN’s normal hours of operation from 7:30am to 5pm, Monday through Friday, excluding Holidays. Response refers to OXEN notifying Client of issue by email or phone call. Down time may be experienced due to unavailability caused by maintenance; the failure of servers or services outside of a data center on which the Cloud Services are dependent, including, but not limited to, inaccessibility on the internet that is not caused by OXEN’s infrastructure or network provider; a force majeure event such as an act of God, act of war, act of terrorism, fire, governmental action, labor dispute, and any other circumstances or events not in OXEN’s direct control; or an attack on OXEN’s infrastructure, including a denial of service attack or unauthorized access (i.e., hacking).

9. MISCELLANEOUS:

9.1 Limitation of Liability: OXEN's liability for any damages, losses, and causes of actions, whether in contract or tort (including negligence or otherwise), shall not exceed the actual dollar amount paid by Client for Services during the twelve (12) months prior to the date the damage or loss occurred or the cause of action arose; and in no event, and notwithstanding the foregoing, shall OXEN or its officers, directors, agents, or employees be liable for any indirect, incidental, special, or consequential damages, or loss of profits, revenue, data, or use, by Client or any third party, whether in an action in contract, tort, strict liability, or other legal theory, even in the event that OXEN has been advised of the possibility of such damages.

9.2 Indemnification: Subject to the provisions of Section 9.1 hereof, the parties shall indemnify and hold harmless the other party and its directors, officers, employees, and agents, from and against any and all third party claims, losses, damages, suits, fees, judgments, costs, and expenses (collectively referred to as "Claims"), including reasonable attorneys' fees incurred in responding to such Claims, that the indemnitees may suffer or incur arising out of or in connection with (a) the misconduct, or breach of any representation, warranty, or other obligation under this Agreement by the indemnitor or its agents and employees; or (b) any personal injury (including death) or damage to property resulting from the misconduct, or breach of any representation, warranty, or other obligation under this Agreement by the indemnitor or its agents and employees. The indemnitee shall be required to give prompt notice of any Claims to indemnitor. Following receipt of such notice OXEN may defend indemnitee at the discretion of the indemnitor. Should OXEN so elect to assume the defense of a Claim, OXEN will not, as long as it diligently conducts such defense, be liable to the indemnitee for legal fees and expenses subsequently incurred by the indemnitee in connection with the defense thereof (other than reasonable costs of investigation). If OXEN assumes such defense, the indemnitee shall have the right, at its own expense, to participate in the defense thereof and, at its own expense, to employ counsel reasonably acceptable to OXEN, separate from the counsel employed by OXEN, it being understood that OXEN shall control such defense, as long as it diligently conducts such defense. If such claim is subject to indemnification pursuant to this Agreement OXEN shall be liable for the fees and expenses of counsel employed by the indemnitee for any period during which OXEN has not assumed the defense thereof (other than during

any period in which the indemnitee shall have failed to give notice of the Claim as provided above). If OXEN choose to defend or prosecute any Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon OXEN’s reasonable request) the provision to OXEN of records and information which are reasonably relevant to such Claim, and making officers, directors, employees, and agents of the indemnitee available on a mutually convenient basis to provide information, testimony at depositions, hearings or trials, and such other assistance as may be reasonably requested by OXEN. Whether or not OXEN shall have assumed the defense of a Claim, then the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, such Claim without OXEN’s prior consent (which consent shall not be unreasonably withheld or delayed). OXEN shall not admit any liability with respect to, or settle, compromise or discharge any Claim without the indemnitee’s prior written consent unless (x) there is no finding or admission of liability, any violation of law or any violation of the rights of any person and there is no effect on any other Claims that may be made against or by the indemnitee; (y) the sole relief provided for such liability is monetary damages that are paid in full by OXEN; and (z) the indemnitee is fully and completely released in connection with such Claim and will have no liability with respect to such Claim.

9.3 Dispute Resolution: All disputes between the parties arising out of this Agreement or Attachments shall be submitted for informal dispute resolution between the Client's designated officer and the officer of OXEN having responsibility for the Services. If the parties are unable to reconcile their differences, they may seek relief from a court of competent jurisdiction within the federal or state courts of the state of Iowa.

9.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa without regard to the choice of law or conflict of law principles.

9.5 Attorneys' Fees: Should OXEN institute any legal action to recover or collect money due on unpaid invoices, OXEN shall be entitled to recover reasonable attorneys' fees and expenses incurred in connection with same if OXEN is successful in such action.

9.6 Force Majeure: OXEN shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including unavailability of, interruption, or delay in telecommunications or third-party services used in or equipment needed for provision of the Services.

9.7 Assignment and Change of Control: Neither this Agreement, nor any right or obligation arising under this Agreement may be assigned, sold, and transferred, in whole or in part, without the prior written consent of the other party, including, without limitation, by operation of law, or in the event that a party is acquired or sells all or substantially all its business or assets to another entity. Any attempt at assignment without the other party’s consent will be void. Notwithstanding the foregoing, OXEN may utilize the services of a subcontractor for the performance of certain of its duties under this Agreement

provided that such subcontractor is reasonably acceptable to Client. Subject to the foregoing restrictions, this Agreement will be binding and inure to the benefit of the parties and their successors and assigns.

9.8 Use of Name and Publicity: Neither party will use the name, logo, trademark, trade name, or other marks of the other party without such party's prior written consent.

9.9 Notices: Notwithstanding any other provision in this Agreement, all notices, approvals, and other communications required under this Agreement shall be in writing and shall be deemed to be duly given when received if delivered in person or by facsimile and confirmed by mail, or when mailed by registered or certified mail (return receipt requested), postage prepaid, or by overnight delivery service, prepaid, addressed to the representative parties stated below:

To the Client:

[CLIENT NAME]

To OXEN:

1201 Hawkeye Avenue, Suite 101

Harlan, IA 51537

9.10 Entire Agreement: This Agreement and Attachments set forth the entire agreement and understanding of the parties relating to the subject matter and supersede and replace any and all prior discussions, agreements, understandings, promises, and representations, oral or written, between them concerning the subject matter hereof. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by a duly authorized officer of OXEN and of Client.

9.11 No Waiver: The failure of either party at any time to require performance by the other party of any provisions of this Agreement will in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of any provision of this Agreement will not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

9.12 Severability: If any provision of this Agreement is held invalid by any law, order, or regulation of any government or by the final determination of any state or federal court, such invalidity will not affect the enforceability of any other provisions not held to be invalid.

9.13 Remedies; Survival: All remedies set forth in this Agreement will be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise, and may be enforced concurrently or from time to time. All sections of this Agreement that by their nature are

intended to survive its expiration or termination, will survive the expiration or termination of this Agreement.

9.14 Reservation of Rights: Nothing in this Agreement will be deemed to be intended to imply that any intellectual property rights will be transferred or otherwise assigned to either party, or to third parties.

9.15 Headings/Definitions: The Section headings used in this Agreement are for reference and convenience only and will not enter into the interpretation of this Agreement. Words shall be read in context.

9.16 Counterparts: This Agreement may be executed in counterparts, all of which when taken together constitute a single Agreement. Signatures delivered by facsimile or electronic mail shall be deemed to be original signatures hereunder.

9.17 Independent Contractor: OXEN is an independent contractor. OXEN and its employees shall not be deemed employees or agents of Client. This Agreement shall not be construed as creating any other relationship between Client and OXEN or any of their employees. This engagement is nonexclusive. Nothing in this Agreement restricts either party from the right to engage others to render or the right to provide the same or similar services.

9.18 Negotiated Terms. The language, terms, conditions, and provisions of this Agreement are the result of negotiations between the parties, and this Agreement will not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement or based on a party's undertaking of an obligation under this Agreement.

10. SET-UP SERVICES FOR CLOUD SERVICES:

10.1 OXEN shall set up the Client's Cloud Services environment with Client's requested software applications ("Client Applications"), any necessary installation and configuration media for the Client Applications ("Client Owned Media"), as well as all available documentation for the installation, configuration, and support of the Client Applications ("Client Documentation") listed in the Statement of Work, quote, or service proposal (collectively, "SOW") provided to Client by OXEN, each of which is incorporated herein by this reference. All work performed shall be in accordance with Client's specification for the number of Client Seats as set forth in the quote or SOW. If OXEN provides technical support services beyond the scope of its normal support services, said services, if any, will be specified in the quote or SOW and billed accordingly. A mutually acceptable set-up fee will be charged for set-up services.

10.2 Provider System: The set-up services will result in OXEN being able to allow the Client non-exclusive electronic access to OXEN digital information processing, transmission, and storage system ("Cloud Workspace") or an OXEN partner's digital information processing, transmission, and storage system located at the computer facilities operated by OXEN or one of its partners at its place ("Provider Host Location"). OXEN shall authorize connection to its Cloud Workspace via a unique username, password, and/or other access credentials that OXEN grants to Client, for Client access to the Cloud Workspace from a Client computer or other network device (each, a "Client Seat"). Client must designate authorized users (employees, agents, or other persons) permitted to use Client's account as designated by Client from time to time in writing to OXEN in accordance to changes in operating conditions for that Client. Provider will initially host for the number of Client Seats and storage as set forth in the quote or SOW. Client shall have the right to increase or decrease the number of Client Seats as needed for operating requirements, and OXEN or OXEN's partner will only provide services to Client and its authorized users under the terms of this Agreement. OXEN or OXEN's partner may provide technical support services other than as set forth in an Attachment and this support may be billable outside this Agreement.

Client acknowledges and agrees that: (i) it has given OXEN its Client Applications, such Client Applications and specifications are accurately set forth in the SOW, and it has been advised of the period of time for Service to be established as defined in the SOW; and (ii) as a result thereof, Client agrees that it has evaluated the Services offered by OXEN or OXEN's partner (i.e. this Agreement for Services), and that the Services meet its business specifications and, upon Client's execution of this Agreement, OXEN or OXEN's partner may commence the set-up process and any Services in accordance with the terms of this Agreement.

10.3 Delivery of Materials: At the time specified in the set-up forms, Client will deliver to OXEN the Client Owned Media and Client Documentation required in order for OXEN to install and configure the Client Applications. OXEN will supply to Client any user instructions or installation media required to access the Cloud Services.

10.4 Updates and Upgrades: At the time specified in the SOW, Client will deliver to OXEN all upgrade patches or service releases for its Client Applications. Any support or maintenance fees Client pays to third party software vendors will remain between the Client and the Client's vendor.

10.5 Proof of Licenses: At the time specified in the SOW, Client is responsible and acknowledges that all Client Application licensing is accurate and legal and moving forward Client will maintain licensing compliance. Client must supply all required licenses for the Client Applications, including, but not limited to, all necessary Client access licenses and serial numbers needed to support the Client Applications and copies of the Client's license certificates and agreements for the same, including any licensing codes and/or unlocking codes. Client acknowledges that it will remain in compliance with all software licenses for the Client Applications managed by OXEN. Client assumes responsibility for any and all changes to its local systems for the purposes of maintaining its Client Applications license compliance specifically

including but not limited to, costs for removing copies of Client software applications which must be removed from Client owned systems in order to maintain compliance with Client's software license agreements.

10.6: Provider Materials: OXEN may provide software and applicable media to allow remote access to Client and its authorized users from the Client Device to the hosted server as required based on the services listed in the SOW, for access to the hosting services. Client is prohibited from removing, modifying, or obscuring any copyright, trademark, or other proprietary rights notices that are contained in or on the products. Client is prohibited from reverse engineering, decompiling, or disassembling the products, except to the extent that such activity is expressly permitted by applicable law. Microsoft is free from liability or any warranties, to the extent permitted by applicable law, for any damages, whether direct, indirect, or consequential, arising from Cloud Services.

10.7 Use of Provider Materials: In consideration of Client's performance of its obligations to OXEN or OXEN's partner expressly set forth in this Agreement, OXEN or OXEN's partner grants to Client, and Client accepts from OXEN or OXEN's partner, a limited non-transferable, royalty-free, non-exclusive right, for the term of this Agreement, to use the OXEN or OXEN's partner materials in connection with Client's access to the Cloud Workspace solely for Client's internal business purposes. This limited right of use is for the sole purpose of enabling Client to use and enjoy the benefit of the Services provided by OXEN or OXEN's partner, in the manner permitted by this Agreement. Client agrees not to, and not to engage others to, copy, modify, distribute, sell, or lease any part of the Services or included software. Client further agrees not to reverse engineer or attempt to extract the source code from the software without OXEN or OXEN's partner's written permission. Client agrees that when a Service requires or includes downloadable software, the software may be updated automatically on Client's device once a new version or feature is available and Client hereby authorizes said updates without the need for further notice or authorization.

10.8 Service Level Guarantee: OXEN agrees that it shall use its best efforts to minimize any disruption, inaccessibility, and/or inoperability of the Services in connection with OXEN or OXEN's partner's downtime that is not the result of downtime from Client Causes, whether scheduled or not.

"Downtime from Client Causes" includes, but is not limited to: i) network or infrastructure issues including connectivity problems arising from hardware and/or software configuration problems experienced by the Client on its individual hardware and/or software, or relating, in any way, to Client's hardware or software which, in OXEN's or OXEN's partner's determination, has been subjected to unusual physical or electrical

stress; ii) arise from Application failures that are the result of errors or bugs in the Applications; iii) arise from Application errors resulting from incorrect or defective Application installation by Client or its agents (other than OXEN or OXEN's partner); iv) relate to Client-contracted internet service providers or client LAN environments; v) relate, in any way, to operator error, fault, or negligence on the part of Client or its authorized users; or vi) relate, in any way, to telephone problems, third-party actions (other than OXEN or

OXEN's partner), Client's use of improper supplies, failure of Client storage media, damage resulting from the dismantling of Client equipment and/or software by the Client or third-parties (other than OXEN or OXEN's partner), or other causes beyond normal usage of the Services.

"Unscheduled Provider Downtime" shall mean downtime that is not Scheduled Provider Downtime, but occurs as a result of equipment malfunctions or causes beyond the control of OXEN or OXEN's partner that do not constitute downtime from Client Causes (example: performance interruption relating to OXEN or OXEN's partner's Internet connectivity which may be provided to OXEN or OXEN's partner by other vendors) or which are not reasonably foreseeable by OXEN or OXEN's partner, including interruption or failure of telecommunication or digital transmission links, hostile network attacks, or network congestion or other failures; provided, however, that Unscheduled OXEN or OXEN's partner downtime shall not include downtime due to force majeure, including, but not limited to, acts of war, terrorist attacks, natural disasters, acts of God, or other events beyond the control of OXEN or OXEN's partner or Client that affect substantially all Internet users in an affected area.

"Scheduled Provider Downtime" shall mean downtime for periodic maintenance procedures or repairs which OXEN or OXEN's partner may undertake from time to time during non-business hours. OXEN or OXEN's partner shall provide advance notice to Client in the event of any such Scheduled Provider Downtime.

10.9 Authorized Users' Use of Hosting Services: The Client certifies that no authorized user has been convicted of violation of any U.S. Federal or state regulation involving either the illegal use of any regulated telecommunications facilities or illegal distribution of commercial computer software or data and that no authorized users have been removed from any other facility accessing the Internet for cause other than non-payment or voluntary cancellation by the Client. All Cloud Workspace Services provided to authorized users may only be used for lawful purposes. Transmission or storage of any information, data, or material in violation of any U.S. federal or state regulations or law is prohibited, including, but not limited to, material protected by copyright, trade secret, or any other statute, threatening material, or obscene material. OXEN or OXEN's partners may, from time to time, impose additional reasonable and normal restrictions on the use of the Cloud Workspace Services. Authorized users will be notified of such additional restrictions in advance if possible.

Loss of Client Data: Client is responsible for providing adequate backup of data and proper storage of such backup data. Client is responsible for retaining and storing current backup of data.

11. AUTHORITY:

11.0 Authority: The signatories hereto warrant that this Agreement is executed with full corporate authority and that by Client’s signatory initialing or signing the accompanying Quote, Proposal, or Statement of Work for Cloud Services or any OXEN Services, the Client’s is duly authorized and empowered to make and execute this Agreement in the name of the corporation and, if applicable, by appropriate and legal resolution of its Board of Directors.

In the event of any conflict between this Agreement and the Statement of Work, Proposal, or Quote, the terms of the applicable Attachment will govern.

West Iowa Technology LLC dba OXEN Technology