MASTER SERVICES AGREEMENT

Windoor Digital, LLCThis Master Services Agreement (“Agreement”) effective as of the date of the Statement of Work (defined below) (the “Effective Date”), is entered into by and between Windoor Digital, a Ohio limited liability company (“Windoor Digital”), and the party listed in the Statement of Work (“Client”). Windoor Digital and Client are each a “Party” and collectively, the “Parties.” Upon execution of the Statement of Work, the Parties agree to the terms of the Statement of Work and the terms of this Agreement.

1. DEFINITIONS

1.1. “Aggregate Data” means: (i) data generated by aggregating Client Content with other data so that results are non-personally identifiable, and (ii) learnings, logs and data obtained by Windoor Digital in connection with its provision of Services, including but not limited to data or information that results from Client’s use of the Services or is derived from the use of the Services, including reports or reporting information generated by, and/or data related to performance metrics and other measurements, of Client’s campaigns.1.2. “Client Content” means all of Client’s (or a User’s) data stored in connection with the Services and any and all material uploaded by Client or a User onto the servers in connection with the Services or provided by Client in accordance with this Agreement.1.3. “Confidential Information” means all information which is written, graphic, machine readable or in any other form and is marked “confidential”, “proprietary”, “source code”, or in some other manner to indicate its confidential nature, or which under the circumstances of disclosure would be considered as confidential by a reasonable person. Confidential Information shall expressly include all information furnished by Windoor Digital in performance of the Services, Documentation and the terms and pricing under this Agreement and any Statement of Work. Confidential Information shall not include any information which: (i) becomes part of the public domain through no act or omission of the other Party; (ii) is lawfully acquired by the other Party from a third party without restriction and without any breach of confidentiality to the Party to whom the information relates; (iii) is lawfully disclosed by a Party to a third party without any obligation of confidentiality to the Party to whom the information relates; (iv) is independently developed without reference to or use of the other Party’s Confidential Information; or (v) is disclosed in accordance with judicial or other governmental order.1.4. “Documentation” means any documentation for Services that Windoor Digital generally distributes to subscribers of the Services to assist the User in the use of such Services.1.5. “Personal Information” has the same meaning as set forth in the CCPA.1.6. “Statement of Work” means a document, executed by authorized representatives of both Parties that, when completed, sets forth the Services ordered by Client from Windoor Digital, all applicable fees, certain restrictions and any other terms that Windoor Digital and Client agree upon.1.7. “Windoor Digital Technology” means all of Windoor Digital’ proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Client by Windoor Digital.1.8. “User(s)” means any subscriber who uses the Services solely to create ads, proposals, reports in the normal course of work tied to reports, proposals, and marketing materials.

2. APPOINTMENT

During the term of this Agreement, Windoor Digital shall be the sole company charged with the responsibility of preparing and placing advertising with respect to such product(s) or service(s) outlined in the Statement of Work. If additional products or services are assigned to Windoor Digital and Windoor Digital agrees to handle same, Windoor Digital’ additional compensation must be agreed upon in writing in an additional Statement of Work. All other terms and conditions hereof shall apply in the same manner as with respect to the originally assigned product(s) or service(s), unless otherwise mutually agreed to in a signed Statement of Work. Client hereby agrees that Windoor Digital is authorized to act as the Client’s agent, and Client hereby appoints Windoor Digital as its agent in connection with purchasing materials, media, and services required to produce advertising and perform Services on the Client’s behalf. Client understands, acknowledges, and agrees that Windoor Digital may enter into certain agreements with various third-party providers of media and advertising services on Client’s behalf pursuant to the foregoing appointment, including agreements incorporating version 3.0 of the IAB Standard Media Buying Terms and Conditions.

3. SERVICES

3.1. ServicesSubject to the terms and conditions of this Agreement, Windoor Digital will provide Client with access to certain software services and other services described in one or more Statements of Work (the “Services”) which are agreed to and signed by Windoor Digital and Client from time-to-time.3.2. Hosted MaterialsIn connection with the provision of the Services, Windoor Digital and its subcontractors may install, operate and support the hosted environment, including, without limitation, the Windoor Digital Technology, applicable server hardware, disk storage, firewall protection, server operating systems, management programs, Web server programs, documentation and all other information developed or provided by Windoor Digital or its suppliers under this Agreement, as well as all other audio and visual information, documents, software, products and services contained in the Services or made available to Client in the course of using the Services (collectively, the “Hosted Materials”).3.3. Client ContentExcept as provided in this Agreement, Client shall be solely responsible for providing, updating, uploading and maintaining Client Content. Client shall be solely responsible for the accuracy of Client Content.3.4. Availability of ServicesSubject to the terms and conditions of this Agreement, Windoor Digital shall use commercially reasonable efforts to provide the Services 24 hours 7 days per week throughout 99% of the time during the term of this Agreement. Client agrees that from time to time the Services may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Windoor Digital may undertake from time to time; or (iii) causes beyond the control of Windoor Digital or which are not reasonably foreseeable by Windoor Digital, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion, Internet failures or other failures (collectively “Downtime”). Windoor Digital shall use commercially reasonable efforts to provide twenty-  four (24) hour advance notice to Client in the event of any scheduled Downtime. Windoor Digital shall have no obligation during performance of such operations to mirror Client Content on any other server or to transfer Client Content to any other server. Windoor Digital shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Services in connection with Downtime, whether scheduled or not.

4. LICENSE GRANT; RESTRICTIONS

4.1. License of Client ContentIn order to enable Windoor Digital’ performance of its obligations under this Agreement, Client grants to Windoor Digital, and Windoor Digital accepts from Client, a non-exclusive, worldwide, royalty free license to copy, modify, display, store, use, transmit and display (including on and via the Internet) the Client Content, solely to the extent necessary to provide the Services to Client in accordance with this Agreement and/or for internal use to build or improve the quality of its services for Client.4.2. Personal Informationa. Privacy Policy; Personal Data; The collection, use and storage of User’s personal information (as defined in the Privacy Policy) through the Windoor Digital Technology is governed by Windoor Digital’ privacy policy located at Privacy Policy, (“Privacy Policy”), https://www.windoordigital.com/privacy-policy/. To the extent Client discloses or makes available to Windoor Digital personal information for processing, as those terms are understood under the Applicable U.S. Laws, the collection, use and processing of such personal information shall be governed by the Data Privacy Terms. The Data Privacy Terms shall be incorporated into the Agreement and form an integral part of the Agreement.4.3. License Grant to ClientSubject to the terms and conditions of this Agreement, upon the execution of a Statement of Work by Windoor Digital and Client, Windoor Digital grants to Client a non- exclusive, non-transferable, license, solely during the term of the applicable Statement of Work, to access and use the Services, as well as the accompanying Documentation, solely for Client’s internal use, solely in accordance with the license restrictions and any other terms and conditions set forth on the applicable Statement of Work.4.4. Client ResponsibilitiesClient agrees that Windoor Digital will not be responsible for nonconformities or any errors in the Services resulting from Windoor Digital’ reliance on inaccurate, inauthentic or incomplete data or Client Content. Client will cooperate with Windoor Digital and take all actions reasonably necessary to enable Windoor Digital to perform the Services.4.5. Client RestrictionsClient shall not modify, adapt, resell, rent, lease, loan, create or prepare derivative works based upon the Services, the Windoor Digital Technology, the Documentation or the Hosted Materials, or any part thereof. Client shall not use the Services to perform services for a third party. Client shall not use the Services in contravention to any applicable laws or government regulations. Client shall not decompile, disassemble or otherwise reverse engineer the Services or the Windoor Digital Technology. Client shall not remove any proprietary label or notice contained within the Services and shall not remove, alter or modify any Windoor Digital logo found on the Services’ user interface(s). Client shall take all measures necessary to ensure compliance by all Users with all terms and conditions of this Agreement. Client shall indemnify, defend and hold Windoor Digital, its officers, members, employees and agents harmless from and against any claims, and any associated losses, liabilities, damages and costs incurred by Windoor Digital, its officers, members, employees or agents arising out of any breach or violation of this Agreement by Client or any of its Users. Windoor Digital reserves the right to terminate the access of any User to the Services in the event of any such violation, in addition to its other remedies hereunder.

5. OWNERSHIP

5.1. Ownership of ServicesOwnership of the Services, the Windoor Digital Technology, any related Documentation, the Hosted Materials, copies, modifications and derivatives of the foregoing (in whole or in part), and all related copyright, patent, trade secret, trademark and other proprietary or intellectual property rights, are and will remain the exclusive property of Windoor Digital.  Windoor Digital reserves all rights not expressly granted by it to Client under this Agreement. For the avoidance of doubt, the Services are licensed, not sold to Client, and no deliverables, work product, work for hire, or other transfer of intellectual property rights shall be made or implied by this Agreement.5.2. Ownership of Client ContentClient represents and warrants that: (i) it has and throughout the term of this Agreement will retain the entire right, title, and interest in and to the Client Content; (ii) it has and throughout the term of this Agreement will retain the right, power, and authority to grant the license granted to Windoor Digital under Section 4.1; and (iii) its grant of the license in Section 4.1 does not, nor to its knowledge will at any time: (a) conflict with or violate any applicable law; (b) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or (c) require the provision of any payment or other consideration to any third party.5.3. Aggregate DataClient agrees that Windoor Digital may generate Aggregate Data, and notwithstanding anything to the contrary herein, the Parties agree that Windoor Digital may use Aggregate Data at any time. As between Windoor Digital and Client, all right, title, and interest in Aggregate Data, and all intellectual property rights therein, belong to and are retained solely by Windoor Digital. Client agrees that Windoor Digital may (i) make Aggregate Data publicly available in compliance with applicable law, and (ii) use Aggregate Data to the extent and in the manner permitted under applicable law; provided that such Aggregate Data does not identify Client, or any individual or Client’s Confidential Information and is unable to be reidentified. Windoor Digital’s right to use Aggregate Data shall survive any termination or expiration of this Agreement.5.4. Certification and AuditAt Windoor Digital’ written request and no more than once every twelve (12) months, Client shall provide Windoor Digital with a signed certification verifying that the Services are being used in strict accordance with the provisions of this Agreement and all Statements of Work. In addition to the foregoing, Windoor Digital may, upon written notification to Client, perform an audit of Client’s use of the Services and Client’s compliance with the provisions of this Agreement and all Statements of Work. Any such audit shall be made at Windoor Digital’ expense and shall occur during the Client’s normal business hours and not more than once per six month period, except that if as a result of such audit Windoor Digital discovers that Client has breached this Agreement or any Statement of Work, then Client shall pay to Windoor Digital (i) the reasonable audit costs incurred by Windoor Digital, and (ii) reasonable damages for such breach, including but limited to any license fees owed by Client plus reasonable interest thereon.5.5. ConfidentialityEach Party shall maintain the Confidential Information of the other Party in confidence, and shall only use the Confidential Information as necessary to fulfill its obligations or exercise its rights under this Agreement, including any Statement of Works. Each Party agrees to use commercially reasonable efforts to prevent and restrain any unauthorized disclosure, communication, copying, use, distribution, installation or transfer of the other Party’s Confidential Information by any of its employees, consultants, and agents to others or use it for any purpose, except pursuant to and in order to carry out, the terms and objectives of this Agreement. At a minimum, each Party shall maintain at least the same procedures and safeguards regarding the other Party’s Confidential Information that it maintains with respect to its own. Notwithstanding the foregoing, either Party shall be permitted to disclose the terms and conditions of this Agreement in conjunction with legal due diligence proceedings or to a third party solely to the extent reasonably requested by such third party in connection with its due diligence investigation pursuant to a proposed merger, acquisition, or similar transaction involving the disclosing Party, provided that the third party is obligated to the disclosing Party in writing to keep such information confidential so long as it is deemed Confidential Information hereunder and such disclosing Party shall use best efforts to enforce such confidentiality obligations.Without limiting the generality of the foregoing, Client shall take all reasonable steps to prevent any personnel or User from removing any proprietary or other legend or restrictive notice contained or included in any material provided by Windoor Digital. Either Party may publicly disclose the existence of this Agreement, but neither Party shall disclose details of the Agreement without written consent from the other Party.5.6. Injunctive ReliefBoth Parties acknowledge that any use or disclosure of the disclosing Party’s Confidential Information or intellectual property in a manner inconsistent with the provisions of this Agreement will cause the disclosing Party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both Parties agree that, in addition to any other remedy to which the aggrieved Party may be entitled hereunder, at law or equity, the aggrieved Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.5.7. Term of Confidentiality ObligationsNotwithstanding the expiration or termination of this Agreement, the provisions of this Section 5 shall remain in effect for five (5) years following the expiration or termination of this Agreement.

6. FEES AND PAYMENT TERMS

6.1. Set-up and Monthly FeesIn consideration of the licenses to use and access the Services provided hereunder, Client will pay Windoor Digital the non-cancelable, non-refundable initial set-up fees set forth on the applicable Statement of Work (the “Set-up Fees”) and the recurring monthly fees set forth on the applicable Statement of Work (the “Monthly Fees”).6.2. Payment TermsThe Set-up Fees and Monthly Fees for the first month shall be due and payable upon execution of the applicable Statement of Work. The Monthly Fee for all subsequent calendar months shall be due and payable Net 30 days from the date of invoice. Client will notify the company in writing within fourteen (14) days of receipt of an invoice of any disputes with respect to any invoice. If not provided within fourteen (14) days from receipt of invoice, said invoice shall be considered correct and payable. All fees shall be paid in U.S. Dollars. Overdue balances are subject to a service charge of one and one-half percent (1½%) per month or the greatest amount permitted by law, whichever is less. Client shall be responsible for any and all taxes levied on any transaction under this Agreement, including all federal, state, and local taxes, levies and assessments, excluding any tax based on Windoor Digital’ net income. Except as otherwise specifically set forth in this Agreement or in any Statement of Work, all fees, including Set-up Fees and Monthly Fees, are non-refundable.

7. CLIENT RESPONSIBILITIES

7.1  Client is solely responsible for all Client Content. Windoor Digital does not control the Client Content uploaded or otherwise transmitted by Client or any User via the Services and, as such, does not guarantee the accuracy, integrity, security or quality of such Client Content. Client or User shall not use the Services to: (i) upload or otherwise transmit any Client Content that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm minors in any way; (iii) impersonate any person or entity; (iv) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Client Content transmitted through the Services; (v) upload or otherwise transmit any Client Content that Client or User does not have a right to transmit under any law or under contractual relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload or otherwise transmit any Client Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person; (vii) upload or otherwise transmit any material that contains software viruses or any other malicious computer code, files or programs designed to interrupt, destroy, breach the security, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Services or networks connected to the Services; or (ix) violate any applicable law or regulation. Client agrees that it will and require its Users to comply with applicable United States laws restricting export of any software, technical data or other information or materials, and will not export any software, technical data or other information or materials to any country in violation of such laws.7.2  All Client Content submitted by Client or a User to the Services, whether posted by Client or by third parties, shall remain the sole property of Client or User, as applicable, unless otherwise agreed to in writing. Windoor Digital shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Content.  Windoor Digital reserves the right to withhold or remove Client Content without notice for any breach or violation, including, without limitation, Client’s non-payment. Upon termination for cause, Client’s right to access or use Client Content immediately ceases.7.3  Some Services provided through the use of the Windoor Digital Technology may rely on integration with, or make use of data from other websites, or services, and software, e.g., Facebook, Google (“Third Party Services”) to be identified in the Client’s applicable Statement of Work, Scope of Work or other applicable written documentation concerning the Services. Client agrees to be bound by the terms of service of any Third Party Service, including any data privacy or advertising terms applicable to any data Client discloses to, makes available to, or otherwise exchanges with, a Third Party Service, used in connection with the Services, and agrees that the Client is solely responsible for ensuring its use of the Third Party Services is in compliance with such terms of service. Client understands and acknowledges that Windoor Digital does not own or operate any such Third Party Services and Windoor Digital makes no representation or warranties in connection with such Third Party Services, including with respect to Client’s use of such Third Party Services as integrated and made available through the Windoor Digital Technology. Windoor Digital hereby disclaims all liability in connection with Client’s use of such Third Party Services, including with respect to any data provided or processed by such Third Party Services. Services offered by Windoor Digital may change at any time based on the services and terms of service offered by the Third Party Services.

8. LIMITED WARRANTY; LIMITATION OF WARRANTIES

8.1. WarrantyWindoor Digital represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance to industry standards, and as applicable will comply in all material respects with the description of the Services found in the Documentation. The foregoing shall not be construed as a warranty that the Services will function without error; Client hereby acknowledges that errors may exist in the Services, and agrees that the presence of such errors shall not in and of itself be a breach of this Agreement.8.2. Exclusive RemedyFor any breach of the warranty set forth above in Section 8.1, Client’s sole and exclusive remedy and Windoor Digital’ entire liability shall be correction of the defect or error that caused the breach of warranty.8.3. DisclaimerEXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 8, Windoor Digital AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES, Windoor Digital TECHNOLOGY, THE DOCUMENTATION, THE HOSTED MATERIALS OR ANY CONTENT; Windoor Digital AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, (iii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES, Windoor Digital TECHNOLOGY, THE DOCUMENTATION, THE HOSTED MATERIALS, ALL THIRD-PARTY PRODUCTS, AND ALL CONTENT ARE PROVIDED TO CLIENT AND ANY USER STRICTLY ON AN “AS IS” BASIS; AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Windoor Digital AND ITS LICENSORS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Windoor Digital IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

9. Limitation of Liability

EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5.4 ABOVE OR ANY MISAPPROPRIATION OR OTHER INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS, OR Windoor Digital’ LICENSORS, BE LIABLE FOR LOSS OF PROFITS, BUSINESS, USE OR DATA, OR FOR INTERRUPTION OF BUSINESS, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL Windoor Digital’ AGGREGATE, CUMULATIVE MONETARY LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY AND NEGLIGENCE), EXCEED THE FEES ACTUALLY PAID BY CLIENT TO Windoor Digital FOR THE APPLICABLE SERVICES DURING THE SIX MONTHS PRECEDING THE ACT THAT GAVE RISE TO SUCH CLAIM.

10. TERMINATION

10.1. TermUnless terminated earlier as set forth below, this Agreement shall begin on the Effective Date and expire upon the date that there are no valid Statements of Work in effect. Either Party may, by delivery of written notice to the other Party, terminate this Agreement and/or a particular Statement of Work for cause if the other Party materially breaches its obligations under this Agreement and/or the applicable Statement of Work and fails to cure such breach within 30 days after receipt of written notice of same from the non- breaching Party. The termination of a single Statement of Work for cause will have no effect upon the Parties’ respective obligations under this Agreement or any other Statement of Work in effect under this Agreement. Either Party may also terminate a Statement of Work and/or this Agreement for convenience upon written notice to the other Party upon one hundred twenty (120) days prior written notice. Windoor Digital may also terminate this Agreement or any Statement of Work immediately if Client becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.10.2. RenewalUpon the expiration of the initial term or any renewal term of any Statement of Work, unless either Party provides the other with written notice of its election not to renew such Statement of Work at least thirty (30) days prior to such renewal date, the Statement of Work will automatically renew for a term equal in duration to the initial term or any renewal term of such Statement of Work at the Monthly Fees specified on the Statement of Work. However, Windoor Digital reserves the right to change the Monthly Fees, applicable charges and usage policies and to introduce new fees and charges, upon at least 60 days prior notice to Client, which notice may be provided by e-mail.10.3. Effect of TerminationUpon any termination or expiration of this Agreement or any Statement of Work: (i) all applicable licenses and rights granted hereunder shall terminate and Windoor Digital shall no longer provide such Services to Client; (ii) Client shall cease and cause its Users to cease using the Services; and (iii) each Party will promptly return to the other Party or, at the other Party’s request, destroy, any Confidential Information of such other Party, in all forms and types of media, and provide such other Party with an officer’s written certification, certifying such Party’s compliance with the foregoing. In the event this Agreement is not terminated and at least one Statement of Work is in effect, the foregoing obligations shall only apply for any terminated Statement of Work. Except as expressly provided herein, termination of this Agreement by either Party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such Party. All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement (including, without limitation, the provisions of Sections 5, 6, 8.3, 9, 10, 11, and 12) shall survive such termination.

11. INDEMNIFICATION

11.1. GeneralEach Party (“Indemnifying Party”) shall promptly defend at its own expense the other Party, including the other Party’s respective directors, officers, members, employees, agents, successors and permitted assigns (collectively, the “Indemnified Party”) from and against any and all third party claims, demands, suits, actions, inquiries, penalties or fines resulting from, to the extent arising out of or relating to the Indemnifying Party’s (including its employees and anyone acting on its behalf) alleged or actual (i) gross negligence or willful misconduct that is judicially found to have caused personal injury or death or damage to or destruction of property, (ii) violation of any applicable law, (iii) disputes between the Indemnifying Party and its personnel, or (iv) violation of any intellectual property or other rights of a third party resulting from, arising out of or relating to, in the case of Windoor Digital, Windoor Digital’ Services and in the case of Client, the Client Content or Client’s use of the Services (each a “Claim”). Additionally, Client shall indemnify, defend, and hold harmless the Windoor Digital Indemnified Parties against any Claims arising out of or related to any breach of Sections 4.2 and 7. With respect to each Claim, in addition to its defense obligations, the Indemnifying Party shall promptly indemnify, and shall hold harmless, the Indemnified Party from and against any and all damages, judgments, awards, fines, penalties, expenses, and costs (including without limitation reasonable attorneys’ fees and expenses) that are awarded to the third party by a court or other authority or that are payable to the third party in a settlement made by the Indemnifying Party. Should any Services licensed hereunder, or any part thereof, become or, in Windoor Digital’ exclusive opinion, be likely to become, the subject of a Claim through no fault of Client, Windoor Digital shall at its sole option either: (a) procure for Client the right to continue using the Services or portion thereof, (b) modify the Services to make them non-infringing, or (c) failing (a) or (b), accept return of the affected Services and refund any Monthly Fees prepaid but not used by Client for such Services.11.2. ProceduresThe Indemnified Party shall give the Indemnifying Party prompt written notice of any Claim. Failure or delay in giving notice does not diminish these indemnity obligations, unless and only to the extent that the Indemnifying Party’s ability to defend the Claim is affected thereby. The Indemnifying Party shall promptly confirm in writing that it will assume and control the defense or settlement of the Claim. The Indemnified Party shall reasonably cooperate at the Indemnifying Party’s expense. Any settlement that requires an admission of liability or payment by the Indemnified Party is subject to its written approval. If the Indemnified Party wishes to retain separate counsel, it may do so at its own expense.

12. GENERAL PROVISIONS

12.1. Entire Agreement and Controlling DocumentsThis Agreement (including any appendices and any Statement of Work) contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns. Only a written instrument that refers to this Agreement and is duly signed by both authorized representatives of both Parties may amend this Agreement. Without limiting the foregoing, in the event Windoor Digital reasonably considers any modification to this Agreement is necessary to address the requirements of applicable law, including without limitation the CCPA or GDPR, Client agrees to discuss and negotiate in good faith any such necessary modification, and Client shall not unreasonably withhold or delay agreement to any consequential variation to this Agreement proposed by Windoor Digital. In the event of a conflict in terms among the Agreement and a Statement of Work, the Agreement shall control (unless the Statement of Work expressly states that it is to control in the event of such conflict).12.2. AssignmentThis Agreement shall be binding upon and for the benefit of Windoor Digital and Client and their respective legal representatives, successors, and assigns; provided, that Client shall not assign, sublicense, delegate, or otherwise transfer any of its rights or obligations under this Agreement without Windoor Digital’ prior written consent.12.3. Governing Law; VenueThis Agreement shall be governed by and construed in accordance with the laws of Ohio, without regard to (i) its conflict of law provisions, and (ii) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods. In the event of any litigation between the Parties concerning performance or non-performance of either Party’s obligations under this Agreement, the prevailing Party shall be entitled to be reimbursed by the other losing Party for the costs and expenses, including, but not limited to, reasonable attorneys’ fees, incurred or paid by the prevailing Party in such litigation. The Parties agree that venue and jurisdiction for any legal action arising in connection with this Agreement shall be exclusively in the federal or state courts sitting in Cincinnati, Ohio.12.4. Relationship of the PartiesWindoor Digital and Client are independent contractors, and nothing in this Agreement shall be construed as making them partners or as creating the relationships of employer and employee, or principal and agent between them, for any purpose whatsoever.12.5. Force MajeureExcept for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by acts of God, strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party.12.6. NoticesExcept as otherwise provided herein, any demand, notice, consent, or other communication required by this Agreement to be given in writing shall be given either (i) by being hand-delivered to the receiving Party, or (ii) by being deposited in the mail (registered or certified) or delivered to a recognized private express common carrier, postage or freight prepaid, addressed to the receiving Party at its address set forth in the introductory paragraph to this Agreement. Either Party may change its address by giving written notice to the other Party of the changed address.12.7. Waiver and SeverabilityThe waiver or failure of either Party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of the subject right or any further right under this Agreement.12.8. Use of NameClient agrees that Windoor Digital may (i) use Client’s name in Windoor Digital’ customer list, (ii) issue a press release generally describing the Party’s relationship under this Agreement, (iii) obtain Client’s participation in a case study, and (iv) in a reasonable number of instances, identify Client as a reference customer. Client must make available in a noticeable location on the landing page of the Client’s implantation of reports., proposals, and marketing materials, and the Windoor Digital logo and the term, “Powered by Windoor Digital.

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