SOFTWARE SUBSCRIPTION AGREEMENT

This Software Subscription Agreement (“Agreement”), effective as of date of the executed Order Form between the parties (attached hereto as Exhibit “A”), is entered into between POOL PILOT LLC, a California LLC (“POOLPILOT”) and the undersigned client identified when accepting this Agreement (“CLIENT”). This Agreement sets forth the terms and conditions whereby POOLPILOT shall provide its Solution (as defined below) and related services to CLIENT on the terms set forth below. Now, therefore, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

“Authorized User” means an individual who is an employee, contractor, or agent of CLIENT and who is authorized by CLIENT to access and use the Solution on CLIENT’s behalf in accordance with this Agreement. CLIENT is responsible for all actions taken by Authorized Users and for ensuring that each Authorized User complies with the terms of this Agreement.

“Software” or “Platform” or “Solution(s) or Product(s)” shall mean POOLPILOT’s cloud-based software and its usage as per this Agreement. It shall also include any other related software utilized and/or made available by POOLPILOT along with their respective terms of service as published on their website.

“Update” means a release or version of the Software containing minor functional enhancements, error corrections or fixes that is indicated by a change in the numeric identifier for the Software in the digit to the right of the decimal.

“Subscription” or “Software Subscription” shall mean monthly usage of Platform paid as a monthly subscription as detailed in the Order Form signed by CLIENT, which is hereby incorporated and referenced herein as “Exhibit A” of this Agreement, or any other written and duly signed agreement between POOLPILOT and CLIENT. In the event there is an inconsistency between the terms of this Agreement and the Order Form, the terms of the Order Form shall control.

“CLIENT” includes each user accessing the POOLPILOT Platform in connection with CLIENT.

“Order Form” shall mean the pricing Exhibit A attached hereto and incorporated herein, signed at the beginning of the service, or subsequent Order Forms agreed to by CLIENT and POOLPILOT related to price, usage or other terms.

2. SOFTWARE SUBSCRIPTION.

General. Subject to the terms of this Agreement, POOLPILOT hereby grants CLIENT a non-exclusive, non-transferable subscription to use the Solution as provided by POOLPILOT solely for use in CLIENT’s internal business operations, including use by CLIENT’s Authorized Users (as defined above). Notwithstanding the foregoing, CLIENT may assign this Agreement without consent to any wholly-owned subsidiary, parent, or successor entity in connection with a merger, acquisition, or corporate reorganization.

Hosted Services. POOLPILOT will provide CLIENT with access to the online hosted software subscription, data storage and data access for software and services as specified in Exhibit A.

Updates. POOLPILOT’s monthly subscription includes frequent updates to the software that CLIENT has subscribed to under this Agreement. Such updates shall not include paid add-on services/modules/features. CLIENT at its sole discretion may choose to subscribe to such paid updates at the price set by POOLPILOT. Any paid add-on pricing shall be presented to CLIENT in writing at least thirty (30) days before becoming available, and CLIENT's failure to subscribe shall not constitute a breach of this Agreement.

3. CLIENT CARE (CUSTOMER SUPPORT SERVICES).

Support. During the term of this Agreement, POOLPILOT will use commercially reasonable efforts to provide support services (“Support”). Such Support will be provided by remote support unless explicitly agreed to in writing, from POOLPILOT’s Service facilities and will be in the form of phone, email, text or online chat. Support services may be provided by POOLPILOT’s Local Service Provider. Notwithstanding the foregoing, POOLPILOT is not required to provide any of the foregoing unless there is an error in the Software causing a material decrease in functionality and accessibility not due to, in whole or part, any decrease in performance or connectivity issues attributable to CLIENT or Authorized User’s Internet connectivity. POOLPILOT is not responsible for issues solely attributable to CLIENT systems or connectivity, but will use commercially reasonable efforts to assist in identifying root causes.

Service Level Standards. POOLPILOT shall make commercially reasonable efforts to achieve the up-time and system availability commitments set forth in the Service Level Agreement attached hereto and incorporated herein as Exhibit B. POOLPILOT shall timely respond to requests from the CLIENT or from the Local Service Provider for assistance in accordance with the time frames and priorities set forth in Exhibit B.

4. THIRD PARTY SOFTWARE.

The Solution uses third party software and POOLPILOT agrees to use reasonable efforts to document and escalate any errors related to such third-party software to the software manufacturer for resolution; provided, however that POOLPILOT is not responsible for correcting any such errors in the third-party software. The end-user agreements, if any, that accompanies the any third-party software or products associated with the Solution, is published by such third-party and governs the use of or access by CLIENT to the third-party software or product. This shall be published by the respective provider or acknowledged or accepted by the CLIENT.

POOLPILOT MAKES NO WARRANTY OF ANY KIND AS TO LOCAL/THIRD-PARTY SERVICE PROVIDERS, THIRD-PARTY SOFTWARE, THIRD PARTY PRODUCTS, OR THAT THE SERVICES, SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. CLIENT agrees to review and comply with each third party’s terms of use and end user license agreement, to the extent applicable.

5. PRICING/FEES AND PAYMENT TERMS.

Fees. CLIENT agrees to pay the setup and subscription fees as set forth in the Exhibit A. CLIENT represents and warrants that it has reviewed the terms of Exhibit A, that such terms were duly negotiated, and that CLIENT accepts and agrees to the fees specified herein and as set forth on Exhibit A. POOLPILOT reserves the right to update fees at the end of the initial term or the end of a renewal term, upon thirty (30) days’ email notice to CLIENT and updated fees shall become effective as of the date of an updated Order Form executed by the parties. CLIENT understands and agrees to updated pricing terms provided by POOLPILOT in accordance with this Section and affirms that the email address and contact information provided for receiving such notices is accurate and authorized for receiving such updates.

Taxes. The prices set in Exhibit A do not include taxes, if POOLPILOT is required to pay any other applicable Government duties, levies or taxes in respect to the Solution or services; POOLPILOT shall bill the CLIENT and CLIENT agrees to pay such taxes.

Payments. Payments for Online Software Setup and Monthly Online Software Subscription and related services as expressed in Exhibit A are immediately due upon execution of this Agreement. Recurring Monthly Online Software Subscriptions are billed in advance and due in full upon the first day of each month or upon completion of 30 days of usage. Other usage-based services are billed in arrears and due upon receipt. CLIENT shall maintain a credit card on file.

Non-Payment. POOLPILOT may suspend client access for non-payment of fees expressed in Exhibit A if invoices are not paid within 30 days. POOLPILOT will provide advanced notice prior of no less than 15 days to suspending access for non-payment. In addition, for outstanding undisputed invoices over 30 days, reactivation fees of $50 per occurrence and late fees may apply. Additional finance charges not to exceed the lower of 1% interest per month or the limit of the applicable laws shall be charged.

Dispute of Invoices. CLIENT shall have 30 days from the receipt of invoices or payment of monthly charges to dispute any portions of the invoices, or else such issue shall be deemed waived.

Price Increase. Each year, POOLPILOT reserves the right to increase its fees by up to five percent (5%) annually. At the end of the Term of this Agreement, POOLPILOT shall provide 30 days’ notice of any price increase for the Subscription and other related software and services and such prices increases shall become effective thereafter. By executing this Agreement, CLIENT shall have the right to terminate this Agreement without penalty within such 30-day notice period if CLIENT does not accept the price increase.

6. POOLPILOT RESPONSIBILITIES.

Compliance with Applicable Laws. POOLPILOT shall comply with federal and state laws, including statutes, regulations, and rules relating to all applicable services hereunder.

Ownership and Storage. POOLPILOT understands and agrees that CLIENT is the owner of all CLIENT data. POOLPILOT stores and maintains the data on behalf of the CLIENT and will comply with applicable laws related to providing access to CLIENT data. Notwithstanding anything to the contrary in this Agreement, POOLPILOT may monitor CLIENT’s use of the Software and collect and compile Aggregated Statistics and Data (meaning data and information related to CLIENT’s and Authorized Users’ use of the Software that is used by POOLPILOT in an aggregate and anonymized/fully de-identified manner, including to compile statistical and performance information related to the provision and operation of the POOLPILOT). All right, title, and interest in Aggregated Statistics and Data, including all intellectual property rights therein, belong to and are retained solely by POOLPILOT, and shall not be CLIENT’s confidential information. POOLPILOT shall not use Aggregated Data in any manner that would allow a third party to identify CLIENT or individual pools without CLIENT's express written consent.

Feedback. If CLIENT or any of its employees or contractors sends or transmits any communications or materials to POOLPILOT by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), POOLPILOT may use all feedback without restriction, provided no CLIENT confidential information is disclosed

Unintended Consequences of Software Update. POOLPILOT will make commercially reasonable efforts to ensure that updates and enhancements to its Software and Products will not adversely impact CLIENT’s usage of the POOLPILOT platform.

Beta Features. POOLPILOT, in its sole discretion, may invite CLIENT to access certain beta features from time-to-time. With respect to the same, CLIENT understands and acknowledges that such beta features: (i) are not final products and have not been made commercially or publicly available by POOLPILOT; (ii) may not operate properly, be in final form, or be fully functional; (iii) may contain errors, design flaws, or other problems; (iv) may not be fully functional; (v) may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (vi) may change and may not become generally available; and (vii) POOLPILOT is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Service. Any beta features made available to CLIENT by POOLPILOT are provided AS IS. CLIENT assumes all risk arising related to use of beta features, including, without limitation, the risk of damage to information systems or corruption or loss of data.

7. CLIENT RESPONSIBILITIES.

General. CLIENT shall be responsible for:

• providing sufficient information regarding errors or nonconformities in the Solution to POOLPILOT;
• providing all reasonable cooperation to POOLPILOT with respect to the Software;
• assuming all risk related to use or misuse by CLIENT’s Authorized Users, contractors, agents or other third parties; including unauthorized use or misuse of access passwords;
• maintaining User ID’s and passwords as private and confidential information and not allowing passwords to be shared or used by multiple users;
• immediately deactivating accounts of users who cease to need access, and restrict remote access, limit daily access hours, or deactivate or restrict any other Authorized Users that do not need access to the Solution, or notify POOLPILOT or its LOCAL POOLPILOT SERVICE PROVIDER to deactivate such account. CLIENT shall immediately notify POOLPILOT should CLIENT discover that a User ID has been used for unauthorized purposes.

Responsibility for Authorized Users. CLIENT is solely responsible and liable for each user’s (whether employees or other users) compliance with the terms and conditions of this Agreement and applicable law. CLIENT further assumes sole responsibility and liability for results obtained from the use of the Software and for conclusions drawn from such use. POOLPILOT shall have no liability for any claims, losses or damages arising out of or in connection with CLIENT’s or any of its users’, including other users’ (authorized or not) use of the Software or any third-party products, services, software, or web sites that are accessed via links from within the Software.

Use Restrictions. CLIENT and Authorized Users shall not use the Software for any purposes beyond the scope of the access and use granted herein. CLIENT and Authorized Users shall not: (i) copy, modify, or create derivative works of the Software, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, or transfer, the Software; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code component of the Software, in whole or in part; (iv) remove any proprietary notices from the Software; (v) use the Credentials of another Authorized User to access or use the Software; (vi) input , upload, transmit or otherwise provide to or through the Software any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, worm, malware or other malicious or harmful computer code; (vii) use the Software in any way that interferes with other subscribers use of the Software; or (viii) use the Software in any manner or for any purpose that infringes, misappropriates, or violates any applicable law.

8. PROPRIETARY RIGHTS.

All right, title and interest in CLIENT’s data will remain the property of CLIENT. POOLPILOT and its licensors shall respectively retain sole and exclusive ownership of all right, title and interest in and to the Solution, Aggregated Data and Statistics, and any updates, upgrades or modifications thereof, or in any ideas, know-how, changes, improvements, enhancements, development and additions or modifications to programs and data and programs during the course of this Agreement.

CLIENT agrees that any information regarding the Solution that is marked “confidential” or “proprietary”, or “copyright” which by its nature would be confidential, is proprietary to POOLPILOT and disclosure or use of such nonpublic information would cause substantial detriment to POOLPILOT. Neither CLIENT nor any of its employees or any Authorized Users will use, for their own account or for the account of any third party, or disclose to any third party any nonpublic Information regarding the Solution. Furthermore, CLIENT agrees that POOLPILOT does not wish to receive any information that may be considered CLIENT confidential. Notwithstanding the foregoing, all CLIENT data accessible to POOLPILOT shall be treated as confidential in accordance with this Section.

9. TERMS AND TERMINATION/CANCELLATION.

Term and Cancellation. This Agreement shall commence on the Effective Date and continue for a minimum term of (12) months unless otherwise stated in Exhibit A as executed by the CLIENT either during the Initial Term (the “Initial Term”) or during the renewal term (“Renewal Term”). Notwithstanding the foregoing, CLIENT may terminate this Agreement at the end of either Initial Term or Renew Term with 30 days’ written notice (“Notice Period”). This Agreement and Exhibits thereto shall supersede all prior Term and Notice Period.

Refund. Except in cases of POOLPILOT material breach, all fees paid are non-refundable, except that in the event POOLPILOT terminates this Agreement for any reason other than CLIENT's material breach, POOLPILOT shall refund a pro-rata portion of any prepaid monthly subscription fees for the unused portion of the prepaid period.

Completion of Term. Upon termination of this Agreement at the end each Term, unless CLIENT provides POOLPILOT with 30 days written notice of its intent to terminate this Agreement, this Agreement shall automatically renew at POOLPILOT’s then-current rates and current Subscription Agreement terms for a subsequent 12 months. The parties agree to timely execute an Order Form reflecting agreement to any applicable fee increases.

Termination for Breach or Cause. CLIENT or POOLPILOT may terminate this Agreement at any time, upon written notice, if the other party breaches a material term of this Agreement and fails to cure such breach within thirty (30) days of written notice of such breach by the non-breaching party. Either party may terminate this Agreement effective immediately if the other party:

• terminates or suspends its business activities;
• makes an assignment for the benefit of creditors;
• becomes subject to control of a trustee, receiver, or similar authority; or
• becomes subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within 60 days.

Effect of Termination. Upon any expiration or termination:

• Upon termination, access to the Solution shall be terminated. All unpaid fees shall be due and payable in full immediately.

10. WARRANTY, DISCLAIMER AND REMEDIES.

Representations and Warranties. POOLPILOT represents and warrants to CLIENT that: (i) POOLPILOT has the right and authority to grant the rights described in this Agreement; and (ii) it will perform its obligations hereunder in a professional and workman like manner consistent with the industry standards.

Intellectual Property. POOLPILOT will indemnify and hold CLIENT harmless from and against any claim by third parties pertaining to the infringement of U.S. copyrights, trademarks or patents arising out of CLIENT’s use of any of the POOLPILOT’s PRODUCTS as authorized hereunder, provided that the PRODUCTS have not been altered, revised or modified by the CLIENT in a manner that causes the alleged infringement, and further provided that:

• CLIENT promptly notifies POOLPILOT in writing of such claim;
• POOLPILOT will have sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise;
• CLIENT agrees to cooperate with POOLPILOT in every reasonable way to facilitate the settlement or defense of such claim; and

Disclaimer. Except for the limited warranty set forth in Section 10(a) above, the Solution services and all other services are provided to CLIENT on an “AS IS” basis and without any additional warranty of any kind. NEITHER POOLPILOT NOR ITS LICENSORS MAKE ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOLUTION, ANY DELAY OR FAILURE OF THE INTERNET, AND POOLPILOT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Further, CLIENT expressly recognizes that POOLPILOT does not warrant that the Software will meet all of CLIENT’s requirements, that the use of the Software will be uninterrupted or error-free, that patches, updates, or workarounds will be provided, or that errors will be corrected in Software updates, according to the schedule, or in every case. CLIENT agrees that access to the Internet cannot be guaranteed and is outside the direct control of POOLPILOT and that CLIENT’s inability to access the Internet, through no fault of POOLPILOT, shall in no event relieve CLIENT of its payment obligations hereunder. CLIENT agrees that its sole remedy with respect to any claims in connection with CLIENT’s or its Authorized Users’ use of the Solution, including use of the Software, shall be with POOLPILOT and not its licensors. CLIENT further agrees that unless expressly agreed to in writing, there are no intended third party beneficiaries to this Agreement.

Exclusive Remedies. For any breach of the warranties contained in this Section 10, CLIENT’s exclusive remedy, and POOLPILOT’s entire liability, shall be the correction of the cause of the breach of such warranty. If cure is not reasonably possible, then the limitations in Section 11 shall apply. Parties agree for the considerations exchanges between parties under this Agreement, this is a reasonable allocation of risk. Any error not reported to POOLPILOT by CLIENT within 30 days of its discovery will be deemed waived and accepted by the CLIENT.

Other Disclaimers. CLIENT understands and CLIENT expressly recognizes that:

• As part of providing Services to the CLIENT, POOLPILOT may be required to log in to the CLIENT’s account for the purpose of providing services to CLIENT as specified in this Agreement. POOLPILOT shall comply with all privacy, confidentiality, and security compliance requirements when logging in for such purposes.

11. LIMITATION OF LIABILITY.

IN NO EVENT WILL POOLPILOT, ITS LICENSORS, SERVICE PROVIDERS AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOST BUSINESS AND LOSS OF DATA, DATA BREACHES, UNAUTHORIZED DISCLOSURE, OR CORRUPTION OF DATA OR LOSS OF GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF THE SOLUTION, OR ACCOMPANYING MATERIALS AND/OR SERVICES, ACCESS TO OR FAILURE TO ACCESS THE INTERNET OR OTHER INTERRUPTIONS OR OTHER SOFTWARE MALFUNCTION, DEFECT, OR INTERRUPTION HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER IN ACTION, IN CONTRACT OR TORT. THIS LIMITATION WILL APPLY EVEN IF POOLPILOT OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. FURTHER, IN NO EVENT WILL POOLPILOT’S OR ITS LICENSORS’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF FEES PAID BY CLIENT FOR THE SOLUTION OR SOFTWARE GIVING RISE TO THE LIABILITY DURING THE 3 MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. UNDER THE PRICING AND OTHER TERMS AND CONDITIONS, THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SPECIFIED HEREIN SECTION 13 REPRESENTS A REASONABLE ALLOCATION OF RISK. Notwithstanding the foregoing, the limitation of liability in this Section shall not apply to: (i) damages arising from a party's gross negligence or willful misconduct; or (ii) POOLPILOT's obligations under Section 14 (Publications) or Section 8 (Proprietary Rights).

Limitation of Liability of Interface Connectivity with Third Parties. Notwithstanding any other provisions of this Agreement, POOLPILOT has no liability under this Agreement, including the Business Associate Agreement, for any disclosure of CLIENT data made by means of access through POOLPILOT interfaces by or on behalf of the CLIENT or by means of access by any third party to the extent such third party obtained access to the interface as a result of the intentional disclosure by the CLIENT, gross negligence of CLIENT, or CLIENT’s failure to maintain appropriate access controls, access management, access termination procedures. All Interface requests made by the CLIENT or by a third party on behalf of the CLIENT shall be considered intentional disclosure.

Class Action Waiver. The parties agree that any litigation or arbitration arising out of or relating to this Agreement may only be maintained on an individual basis and any right to pursue any claims arising out of or related to this Agreement may not be consolidated into more than one party’s individual claims or be raised on behalf of a class of the parties. This limitation shall apply without limitation to both to arbitrations and court proceedings.

Wavier of Jury Trial. Each party irrevocably and unconditionally waives any and all rights to a trial by jury in any legal action relating to this Agreement, including any and all exhibits, attachments, and amendments hereto.

12. FORCE MAJEURE.

In no event shall POOLPILOT be liable to CLIENT or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond POOLPILOT’s reasonable control, including but not limited to acts of God, flood, pandemic, epidemic, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

13. INDEMNIFICATION.

CLIENT shall indemnify, defend and hold POOLPILOT, its officers, directors, employees, and licensees harmless from and against any and all liability, damage, loss, or expense, including reasonable attorneys’ fees arising from any third party claim, demand, action or proceeding based upon CLIENT’s or an Authorized User’s breach of this Agreement, use of the Solution in a manner not expressly authorized by this Agreement or in a manner contrary to applicable laws, or incurred in the settlement or avoidance of any such claim.

14. PUBLICATIONS.

POOLPILOT may issue a press release announcing the relationship contemplated by this Agreement. POOLPILOT may include quotes from CLIENT in POOLPILOT’s press releases with a consent from the CLIENT. Further, during the term of this Agreement, POOLPILOT may use CLIENT’s name and logo in press releases, marketing materials, financial reports and prospectuses solely to indicate that CLIENT is a client of POOLPILOT.

15. MISCELLANEOUS.

Modification. Except in the case of a Sales order or as an addendum or Exhibit A specifically amending this Agreement, the terms, provisions, or conditions of any purchase order or other business form or written authorization used by CLIENT will have no effect of the rights, duties, or obligations of the parties under, or otherwise modify this Agreement, regardless of any failure of POOLPILOT to object to those terms, provisions, or conditions. POOLPILOT reserves the right to amend this agreement at any time with non-material updates and will notify CLIENT in writing. Material changes require mutual written agreement.

Waiver. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. No failure of either party to pursue any remedy resulting from a breach in this Agreement by the other party shall be construed as a waiver of that breach, nor as a waiver of any subsequent or other breach unless such waiver is signed and in writing.

Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable or invalid, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall inure to the benefit of and be binding upon each party’s successors and assigns. Both parties agree to notify the other party of any assignment or delegation of this Agreement. Any attempted assignment in violation of this Section 18(c) shall be null and void. Notwithstanding the foregoing, CLIENT may assign this Agreement without consent to any wholly-owned subsidiary, parent, or successor entity in connection with a merger, acquisition, or corporate reorganization.

Governing Laws and Venue. The Agreement, and all matters arising out of or relating to the Agreement, shall be governed by the laws of the state of California, and the venue for any dispute shall be in the County of Orange, California, without regards to conflicts of laws.

Dispute Resolution and Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in the County of Orange, California, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own expenses in connection with the arbitration. It is the intention of the parties that this Agreement shall be construed and interpreted in a fair and equitable manner based upon the facts and circumstances of the parties, taking into account the present intention of the parties to have a fair and equitable agreement under the terms and conditions set forth in this Agreement. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Agreement shall bar either party from obtaining injunctive relief through the Superior Court or Federal Courts of the same jurisdiction. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.

No Construction against Drafter. This Agreement is not to be construed against the drafting party.

Notices. Any notice required or permitted to be given shall be delivered by hand, email, by overnight courier, by fax with confirming letter mailed under the conditions for mailed notice, or by registered or certified mail, postage paid, return receipt requested, to the address of the other party first set forth above. Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. CLIENT affirms that the email address and contact information provided for receiving such notices is accurate and authorized for receiving such notices.

Relationship between the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

Entire Agreement. The parties agree that this Agreement constitutes the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral.

Electronic Signature. The parties agree to execute this Agreement electronically. By fixing an electronic mark and/or accepting the terms of this Agreement electronically (either by way of executing below or otherwise agreeing to the terms of this Agreement on an Order Form), CLIENT understands that this Agreement shall be given the same legal and binding effect if executed electronically as if it were signed manually in paper form by CLIENT and POOLPILOT. The individual signing below represents that they have the full legal authority to bind the CLIENT to the terms of this Software Subscription Agreement and Service Level Agreement.

16. PILOT/TRIAL PROGRAMS

Pilot programs may be offered under separate terms, including modified pricing, duration, and termination rights.

Electronic acceptance: CLIENT accepts this Agreement, including Exhibit A and Exhibit B, electronically during Pool Pilot online sign-up by entering the signer’s name and title and checking the acceptance box. POOLPILOT records the signer, the date and time, and the version of this Agreement accepted.

Exhibit A – Order Form / Scope & Pricing

1. Client Information

Client legal name, primary contact and email as entered by CLIENT during Pool Pilot online sign-up.

2. Subscription Description

Pool Pilot will provide Client with access to its cloud-based pool automation platform, including:

• Automated pool heating control
• Remote monitoring and scheduling
• Access for Authorized Users
• Ongoing software updates (excluding paid add-ons)

3. Subscription Term

• Initial Term: Minimum 12-month subscription
• Renewal: Automatically renews in successive 12-month terms unless cancelled with 30 days written notice

4. Pricing & Fees

Monthly subscriptions are billed in advance and charged to the credit card on file.

Heating service is collected by Pool Pilot through Stripe from guest at checkout along with pool heating cost. Heating cost is distributed to CLIENT, heating service fee is distributed to Pool Pilot

*Gross heating fees is defined as actual heating amounts collected prior to any processing fees or administrative costs or taxes.

Monthly reporting shall include gross heating fees collected, fees, and net remittance

5. Payment Terms

• Monthly Subscription Fees billed to client on the first of each month for the current month of service. Receipt and billing statement will be provided for review.
• Client must maintain a valid credit card on file
• Late payments may result in suspension after notice

6. Authorized Usage

• Subscription is for internal business operations only
• Access limited to Client’s Authorized Users

7. Acceptance

By executing this Order Form, Client agrees to all pricing, usage, and subscription terms.

Exhibit B – Service Level Agreement (SLA)

1. System Availability

Target uptime: Commercially reasonable efforts toward 99% uptime. Credits will be issued in an offset of monthly subscription fee based on any failure to achieve this.

Excludes:

• Scheduled maintenance
• Internet outages
• Third-party service failures
• Client connectivity issues

2. Support Scope

Support is provided via:

• Email
• Phone
• Text
• Online chat
• Slack

Support is remote by default unless otherwise agreed in writing.

3. Support Hours

• Monday–Friday
• Business hours (9 a.m. to 5 p.m. Pacific time)
• Emergency issues may be escalated outside normal hours at Pool Pilot’s discretion

4. Response Time Targets

5. Exclusions

Pool Pilot is not responsible for:

• Third-party software failures
• Local service provider issues
• Hardware malfunctions not caused by the platform
• Beta feature instability

6. Escalation

Unresolved issues may be escalated internally within Pool Pilot based on severity and impact.

7. No Guarantee Clause

This SLA reflects commercially reasonable efforts, not a guarantee of uninterrupted service, consistent with the Agreement’s warranty disclaimers.

8. Acceptance

By executing this Order Form, Client agrees to all pricing, usage, and subscription terms.