Agmt25 Populus Technologies, Inc.

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REV: 01-13-25 LR TO ITS OBLIGATIONS TO PROVIDE SUPPORT SERVICES AND ANY SERVICE LEVEL AGREEMENT, THE TERMINAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. POPULUS DOES NOT WARRANT THAT THE TERMINAL SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE TERMINAL SERVICES WILL BE ACCURATE OR COMPLETE. POPULUS HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. 10) Limitation of Liability a) EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS PURSUANT TO THIS AGREEMENT, IN NO EVENT WILL POPULUS BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF USE, DATA, PROFITS, OR GOODWILL, ARISING FROM OR RELATING TO THIS AGREEMENT, THE TERMINAL SERVICES, ANY OTHER DATA OR PRODUCT, SERVICE OR CONTENT PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF POPULUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. POPULUS WILL NOT BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. b) EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS PURSUANT TO THIS AGREEMENT, THE TOTAL CUMULATIVE LIABILITY OF POPULUS ARISING FROM OR RELATING TO THIS AGREEMENT, THE TERMINAL SERVICES, ANY OTHER DATA OR PRODUCT, SERVICE OR CONTENT PROVIDED HEREUNDER WILL NOT EXCEED THE AMOUNT OF FEES PAID TO POPULUS BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES GIVING RISE TO THE FIRST CLAIM AT ISSUE. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. CUSTOMER ACKNOWLEDGES THAT THE FEES SET FORTH IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT POPULUS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. CUSTOMER AGREES THAT POPULUS’ SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THIS AGREEMENT. 11) General a) Assignment. Neither Party may assign, delegate, or otherwise transfer (by operation of law or otherwise) this Agreement or any of its rights or obligations to a third party without the other Party’s written consent, except that Populus may assign or transfer this Agreement without such consent as a consequence of a merger, acquisition, consolidation, reorganization, or sale of substantially all of its assets or of the business to which this Agreement pertains. Any assignment or transfer in violation of the foregoing will be null and void. Subject to all of the terms and conditions hereof, this Agreement inures to the benefit of and is binding upon the Parties hereto and their successors and assigns ATTY/AGR.2025.005/Populus Technologies, INC (SaaS Agreement) (Page 26 of 34)