End User License Agreement

This is an End User License Agreement dated January 20, 2023 (hereafter referred to as the “Agreement”) with Lani, Inc. (hereafter referred to as the “Company”) regarding the use of its Buzzwork mobile application (hereafter referred to as “Buzzwork”). If you are purchasing a license from the Company not as an individual but on behalf of your company, then “Customer”, “Licensee” or “you” means your company, and you are binding your company to this Agreement. Lani, Inc. may modify this Agreement from time to time, subject to the terms in Section “Changes to this Agreement" below.

By clicking on the “I agree” (or similar button) that is presented to you at the time of your Order, or by using or accessing Buzzwork (the “Software”) you indicate your assent to be bound by this Agreement. If you do not agree to the terms of this Agreement, you may not install, copy, download or otherwise use the software.

1. Scope of the Agreement

This Agreement governs your initial purchase or download of the Software as well as any future purchases made by you that reference this Agreement. This Agreement includes our Privacy Policy, Terms of Use, Subscriber Agreement and any other referenced policies and attachments. This Agreement applies to Buzzwork add-ons or plugins that you purchase from within the Buzzwork Application or other mechanisms which sell Buzzwork products and may refer to in this Agreement.

Buzzwork supplies a mobile application for Android and iOS (“Software”).

2. Types of Buzzwork Products

This Agreement governs Buzzwork’s products that are commercially available, downloadable software products or no-charge products including data savings subscription services and may include computer software, source code, associated media, icons, images, text files, pdfs or other static non-code assets contained within the software, printed materials, “online” and electronic documentation and internet- based services (“Software”) and any related support or maintenance services provided by Buzzwork or its affiliates.

2.1 Software

Software includes products which may have downloadable software components or applications, including categories of products that may be specific to Buzzwork, such as Server (with a perpetual license) and Data Center (under a subscription license) applications. Software also includes computer software and source code, as well as associated media, icons, images, text files, pdfs or other static non- code assets contained within any form of software, printed materials, and “online” and electronic documentation and internet-based services.

2.2 Hosted Services
Hosted Services includes products and services which are commercially available via a cloud-based

platform (or SaaS mechanism).

2.3 Products
Software and Hosted Services are referred to together as "Products".

Please note, elements of Software may be available via Hosted Services and vice-versa. In such cases, all relevant terms in this Agreement still govern such elements.

3. Orders

"Order" means Buzzwork's applicable online order page(s), or the invoice or other ordering document provided by Buzzwork or 3rd party partner or marketplace (including for example Apple and Play Stores) describing the products, licenses and services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order will identify items such as: (i) the Products, (ii) the number of Authorized Users, Subscription Term, domain(s) that may be associated with your use of the Products, and any other scope of use parameters and (iii) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include description of additional services such as support and No-Charge Products.

4. Account Registration

Any registration information that you provide to us, must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

5. Authorized Users

Unless specified otherwise, only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorized Users”) may access and use the Products. Authorized Users maybe you or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf, to the extent possible provided there is no conflict with policies provided by Lani, Inc. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Products. In all cases, where applicable to the Software, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users. All use of Products by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

6. Software Terms

6.1 Your License Rights

Subject to the terms and conditions of this Agreement, Lani, Inc. grants you a non-exclusive, non- sublicensable and non-transferable license to install and use the Software during the applicable License Term in accordance with this Agreement, excluding Hosted Services. The term of each Software license (“License Term”) will be specified in your Order or can be made available to you by our licensing team upon request. Your License Term will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified in your Order.

6.2 Buzzwork: Instances (Cloud Environment)

Unless otherwise specified in your Order, for each Software license that you purchase, you may install one production instance of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement). All Software licenses that run in the cloud architecture are provided by the underlying application vendor. For example, you can install the Software on one or more devices, but your ability to use the software will be limited to one device at time.

7. Responsibility for your data

7.1 General
You must ensure that your use of all your data is at all times compliant with all applicable local, state,

federal and international laws and regulations (“Laws”). You represent and warrant that:
7.2 You have obtained all necessary rights, releases and permissions to provide all your data to

Lani, Inc. and to grant the rights granted to the Company in this Agreement; and

7.3 Your Data and its transfer to and used by the Company as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Lani, Inc. assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.

7.4 Sensitive Data
You will not submit to Lani, Inc. or the Buzzwork App Software or systems:

7.4.1 any personally identifiable information, except as necessary for the establishment of your Buzzwork account;

7.4.2 any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or

7.4.3 any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations) ((6.4.1) through (6.4.3), collectively, “Sensitive Data”). You also acknowledge that Lani, Inc. is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the Hosted Services are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, Lani, Inc. has no liability under this Agreement for Sensitive Data.

7.5 Indemnity for Your Data

You will defend, indemnify and hold harmless Lani, Inc. from and against any loss, cost, liability or damage, including attorneys’ fees, for which Lani, Inc. becomes liable arising from or relating to any claim relating to your data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving:

7.5.1 prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice);

7.5.2 the exclusive right to control and direct the investigation, defense, or settlement of such claim; and

7.5.3 all reasonable necessary cooperation of Lani, Inc. at your expense.

7.6 Removals and Suspension

Lani, Inc. has no obligation to monitor any content uploaded to the Hosted Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement, we may (1) remove your data or (2) suspend your access to the Services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Hosted Service or other users, or you are in violation of the Terms of Use we may suspend your access immediately without notice. You will continue to be charged for any Hosted Service during any suspension period. We have no liability to you for removing or deleting your data from or suspending your access to any Services as described in this section.

7.7 Deletion at End of Subscription Term

We may remove or delete your data fifteen (15) days after the termination of your Subscription Term subject to the terms of this Agreement.

8. Financial Terms

8.1 Payment For Buzzwork

You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. dollars at the time you place your Order unless otherwise specified in the

Order. You can request a cancellation or an exchange/upgrade of your commercial or academic server license up to 30 days after the original date of purchase or as otherwise specified in your Order. After the 30-day period, standard pricing for upgrades will apply and refunds/exchanges will not be available. Refunds for any Buzzwork Products that are sold to work with Cloud (i.e. a Hosted Service) are not available. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current License Term or Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, you will be charged for the increased number of Authorized Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable.

8.2 Payment to Lani, Inc. for Buzzwork Products

To obtain access to the appropriate Buzzwork Products, you must pay the fee (“Fee”) advertised in consideration of granting a license to Lani, Inc. To process the transaction, you warrant that you have familiarized yourself with and agree to be bound by the Subscriber Agreement. It is your responsibility to check for any changes of payment terms and conditions from time to time.

9. Taxes

Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Lani, Inc. you must pay to Lani, Inc. the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to the Company any such exemption information, and Lani, Inc. will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

10. Support and Maintenance

Lani, Inc. will provide support and maintenance services where specified for Buzzwork Products during the period for which you have paid the applicable fee. Lani, Inc. reserves the right to discontinue any Internet-based services provided to the Licensee or made available to the Licensee through the use of the Software. Any support services provided by Lani, Inc. in and for its Buzzwork Products, as described in any separate written materials may be provided to the Licensee and may be subject to the payment of additional Fees.

11. No-Charge Products

We may offer certain Products to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products may be subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than

generally available Products. We make no promises that any Beta Versions will ever be made generally available. All information regarding the characteristics, features or performance of Beta Versions constitutes Lani Inc’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support and Maintenance, warranty, and indemnity obligations. The terms of this EULA are applicable to No-Charge Products.

12. Restrictions
Except as otherwise expressly permitted in this Agreement, you will not:

12.1 rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, or

12.2 use the Products for the benefit of any third party without prior written authorization from Lani, Inc., or

12.3 incorporate any Products into a product or service you provide to a third party, or

12.4 interfere with any license key mechanism in the Products or otherwise circumvent mechanisms

in the Products intended to limit your use, or

12.5 reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law, or

12.6 remove or obscure any proprietary or other notices contained in any Product, or

12.7 publicly disseminate information regarding the performance of the Products. At our request,

you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the scope of use.

13. Ownership and Feedback

Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Lani, Inc. owns all rights to the Buzzwork mobile application and any associated Products. Lani, Inc., as licensor, have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No- Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Buzzwork, including without limitation as they may incorporate Feedback (“Buzzwork Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Buzzwork (“Feedback”), which may or may not be in the course of receiving Support and Maintenance. Buzzwork may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits the Company’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. Lani, Inc. and its affiliates

reserve the right to identify your company as a customer in promotional materials and website. We will never identify individual users.

14. Confidentiality

14.1 Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party” or "User") by the disclosing party ("Disclosing Party" or "Buzzwork") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Buzzwork Technology and any performance information relating to the Products shall be deemed Confidential Information of Lani, Inc. without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information.

14.2 The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: was lawfully in its possession or known to it prior to receipt of the Confidential Information; is or has become public knowledge through no fault of the Receiving Party; is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or is independently developed by employees of the Receiving Party who had no prior access to such information.

14.2.5 The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

14.3 The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this section shall not operate as a separate warranty with respect to the operation of any Product.

15. Terms and Termination

Subject to the terms of this Agreement and unless terminated earlier in accordance with this Agreement or the Terms of Use, the terms granted hereunder shall be set out in your License Order. Either party may terminate this Agreement before the expiration of the Terms if the other party materially breaches any of the terms of this Agreement and does not cure the breach within a reasonable time after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Terms if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with written notice sent to farahfaheyghaus@getbuzzwork.com, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Hosted Services subscriptions, or Support and Maintenance. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including Buzzwork Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have

done so at our request. If any provision of the Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force and effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and to give effect to the commercial intention of the parties. Terms set forth in paragraphs 7.5, 12, and 13 shall remain in full force and effect following the termination of this agreement.

The following provisions will survive any termination or expiration of this Agreement; Indemnity for Your Data, Payment, Taxes, No-Charge Products, Restrictions, Ownership and Feedback, Confidentiality, Terms and Termination, Warranty Disclaimer, Limitation of Liability, Dispute Resolution, Export Restrictions, and General Provisions.

16. Warranty and Disclaimer

16.1 Due Authority

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

16.2 WARRANTY DISCLAIMER

ALL BUZZWORK PRODUCTS ARE PROVIDED “AS IS,” AND LANI, INC. AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT (APART FROM 3RD PARTY IP INFRINGEMENT), TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. LANI, INC. SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF THE BUZZWORK PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND UNLESS OTHERWISE EXPRESSIVELY INDICATED IN THIS

AGREEMENT, NEITHER LANI, INC. THROUGH ITS BUZZWORK PRODUCTS NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E)

ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY AND ALL LIABILITIES AND WARRANTIES COVERED UNDER THIS AGREEMENT SHALL EXTEND TO AFFILIATES, EMPLOYEES, CONSULTANTS AND OTHER THIRD PARTY AUTHORISED USERS.

17. Limitation of Liability

NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE US$20.00. THIS SECTION "LIMITATION OF LIABILITY" SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION

"RESTRICTIONS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this section "Limitation of Liability" will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

18. IP Indemnification by Lani, Inc.

Lani, Inc.’s liability for infringement of third-party intellectual property rights shall be limited to breaches subsisting in the United States. This indemnification obligation shall not apply if:

18.1 if the total aggregate fees received by Lani, Inc. with respect to your license to Software in the 12 month period immediately preceding the claim is less than US $50,000.00;

18.2 if the Products are modified by any party other than Lani, Inc., but solely to the extent the alleged infringement is caused by such modification;

18.3 if the Products are used in combination with any non-Buzzwork products, software or equipment, but solely to the extent the alleged infringement is caused by such combination;

18.4 to unauthorized use of the Products;

18.5 to any Claim arising as a result of Your Data or any third-party deliverables or components

contained with the Products; to any unsupported release of the Software; or if you settle or make any admissions with respect to a claim without Lani, Inc’s prior written consent.

THIS SECTION "IP INDEMNIFICATION BY LANI, INC.” STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE BUZZWORK PRODUCT OR OTHER ITEMS PROVIDED BY LANI, INC. UNDER THIS AGREEMENT.

19. Contact us

If you have any questions about this document or how your data is handled or any questions about this Agreement, you may contact us by submitting an email to farahfaheyghaus@getbuzzwork.com at any time.

20. Improving Our Product

We are always striving to improve our Product. In order to do so, we need to measure, analyze, and aggregate how users interact with our Product, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Product as described in our Privacy Policy.

21. Dispute Resolution

21.1 Dispute Resolution; Arbitration

In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties through mediation in Chicago, Illinois, United States. Unless otherwise agreed between the parties, the mediator will be selected by the parties and the cost of the mediator shall be shared equally between the parties. No party may commence any court proceedings or arbitration proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute under mediation. If the parties do not reach settlement within a period of 60 days, arbitration proceedings may commence only in Chicago, Illinois, United States unless mutually agreed otherwise between the parties. The laws of the State of Illinois, United States are applicable for all arbitration proceedings. All negotiations and arbitration proceedings pursuant to this section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

21.2 Governing Law; Jurisdiction

This Agreement will be governed by and construed in accordance with the applicable laws of the State of Illinois in the United States and shall be submitted to the exclusive jurisdiction of the state and federal courts in Chicago, Illinois, United States. Notwithstanding the foregoing, Lani, Inc. may bring a claim for equitable relief in any court with proper jurisdiction.

21.3 Injunctive Relief; Enforcement

Notwithstanding the provisions of section "Dispute Resolution; Arbitration," nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

21.4 Exclusion of UN Convention and UCITA

The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.

22. Export Restrictions

The Products are subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Products. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Products or any direct products thereof:

22.1 into (or to a national or resident of) any embargoed or terrorist-supporting country; or

22.2 to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; or

22.3 to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or

22.4 otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and that none of Your Data is controlled under the US International Traffic

in Arms Regulations. The Product is restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.

23. Changes to this Agreement

We may update or modify this Agreement from time to time, including any referenced policies and other documents. You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time, and that modified terms become effective on posting. You are responsible for reviewing and becoming familiar with any such modifications. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our website, through your Lani, Inc. account, or in the Buzzwork Product itself).Your continued use of the Service after the effective date of the modifications will be deemed acceptance of the modified terms.

If you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew.

24. Assignment

Lani, Inc. may assign this Agreement at our discretion at any time. Either party to this Agreement may assign this Agreement to:

24.1 succeeding parties in the case of a merger, acquisition or change of control; or

24.2 if You are a supplier to a government agency; provided, however, that in each case,

Lani, Inc. is notified in writing within ninety (90) days of such assignment, the assignee agrees to be bound by the terms and conditions contained in this Agreement and upon such assignment the assignee makes no further use of the Software licensed under this Agreement; or

24.3 Lani, Inc. may assign its rights and obligations under this Agreement without the consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement.

25. General Provisions

25.1 Notices

Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by emailing farahfaheyghaus@getbuzzwork.com. Your notices to us will be deemed given upon our receipt.

25.2 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

25.3 Entire Agreement

This Agreement is the entire agreement between you and Lani, Inc. relating to the Buzzwork Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal by any court or administrative body of competent jurisdiction, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written consent (which may be withheld in our complete discretion without any requirement to provide any explanation). If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and to give effect to the commercial intention of the parties.

25.4 Waiver

Neither party's failure or delay to enforce their rights, powers or privileges under this Agreement shall be deemed to be a waiver of that party's rights, powers or privileges hereunder.

25.5 Interpretation

The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other
party. Nothing in the Agreement is intended to, or shall be deemed to, establish any agency, partnership or joint venture between any of the parties, constitute any party the agent of the other party, nor authorize either party to make or enter into any commitments for or on behalf of the other party.