Software Service Agreement

This Software Service Agreement (the "Agreement") is between you (the "Customer") and CattleSync, LLC ("CattleSync"), referred to individually each as a Party or collectively as the Parties. CattleSync may be contacted at:

CattleSync, LLC

225 W 1st N St

Morristown, TN 37814

support@cattlemarketmobile.com

(423) 231-7873

RECITALS

CattleSync is the creator and owner of proprietary software and mobile applications for monitoring cattle market pricing and providing push notifications of information regarding cattle auctions called Cattle Market Mobile (the "Software"). Upon payment of the applicable fees, CattleSync will provide a subscription (the "Subscription") for customers to access and use the Software via a mobile application ("Services") through a third-party app store, such as Apple App Store or Google Play Store ("App Store Provider").

Customer desires to use the Software and Services for Customer's personal and business purposes, pursuant to the terms and conditions of this Agreement.

The Parties agree as follows:

1. Limited Use of the Software and Services: Subject to the terms and conditions of this Agreement and payment of the Charges (defined below), CattleSync grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, personal right to access and use the Services for Customer's personal or business purposes in accordance with the terms and conditions of this Agreement and any Additional Terms and Conditions. This limited right will automatically terminate upon termination of this Agreement. Customer will immediately cease use of the Services. Except as set forth above, there are no other services provided under this Agreement.

Customer shall not modify, reverse engineer, decompile, or disassemble any software related to the Services. Customer acknowledges that it has no right to use the Software or Services on any of Customer's servers or other equipment, except as expressly allowed in this Agreement.

2. Additional Terms and Conditions: Certain mobile applications related to the Services may contain additional terms and conditions. Customer agrees to abide by such additional terms and conditions. Use of the Software or Services may require Customer to accept additional terms and conditions from any App Store Provider.

3. Services and Subscription Fees: Certain features of the Software are free while others require a "Plus" or "Pro" subscription. CattleSync will provide the Plus or Pro features upon payment of the published charges for those features, which may be paid month-to-month or yearly ("Subscription Fees"). CattleSync may change the price for recurring Subscription Fees from time to time with notice. Price changes will take effect at the start of the next subscription period following the date of the price change. If Customer does not agree with the price change, Customer may unsubscribe prior to the price change going into effect. CattleSync may require additional fees for additional services or features in the future ("Additional Fees"). The Subscription Fees and the Additional Fees shall be known together as the "Charges."

4. Renewal: Customer's payment to CattleSync will automatically renew at the end of the applicable subscription period, but Customer can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If Customer cancels in the middle of a subscription period, Customer will be able to continue to access and use the Software or applicable features until the end of the subscription period. CattleSync may, at its sole discretion, provide refunds or credits for any cancellations or partial subscription period.

5. Payment Terms and Late Fees: Prior to providing the Services, CattleSync requires that Customer pay all published charges and subscribe to a subscription through Apple App Store or Google Play Store. Such subscription may be month-to-month or yearly, which shall renew automatically as stated above. CattleSync will not accept or process credit cards directly.

6. Support and Maintenance: CattleSync will maintain the Software, Services, and any related mobile applications and will provide all necessary patches and fixes at no additional cost. Such maintenance will not include any additional functionality or custom programming unless otherwise agreed between the Parties. No support or maintenance shall be provided by any App Store Provider.

7. NO SERVICE WARRANTY: Except as provided herein, the Software and Services are provided on an "as-is" and "as-available" basis and CattleSync makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy, or completeness of the Software or Services. CattleSync SPECIFICALLY DISCLAIMS, ALL EXPRESS AND IMPLIED WARRANTIES OF EVERY KIND RELATING TO THE SOFTWARE AND SERVICES (INCLUDING, WITHOUT LIMITATION, ACTUAL AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). CattleSync will make commercially reasonable efforts to ensure that any software or mobile application related to the Services is free of any viruses, Trojan horses, worms, and any other malicious software. Notwithstanding the foregoing, CattleSync does not represent or warrant that: (1) the use of the Services will be secure, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; or (2) the Services will meet Customer's requirements or expectations. Customer accepts sole and complete responsibility for: (1) the selection of the Services to achieve Customer's intended results; (2) use of the Services; (3) the results obtained from the Services; and (4) the terms of any agreements between Customer and all third parties. Any warranty provided by any App Store Provider shall be governed by any Additional Terms and Conditions. These Terms provide no warranty for any App Store Provider.

8. Intellectual Property: All rights, title, and interest in and to the Software and Services, and all trade names, trademarks, trade secrets, proprietary information and other intellectual property of CattleSync (collectively the "CattleSync IP"), is, and at all times will remain, the sole exclusive property of CattleSync. Except the right to use the Services as expressly provided herein, this Agreement does not grant to Customer any rights to, or in, any CattleSync IP. Customer will not, either directly or indirectly, copy, modify, duplicate, create derivative works from, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit, or distribute all or any portion of the Software or Services in any form or media or by any means, and will not authorize or knowingly permit any other individual to do the same. Customer may not wrap the Software or Services graphical user interface or application programming interface in another interface. Customer may not sell or license access to the Software or Services by itself or as a part of a service or product. Any claim that the Software or Services infringes upon any third-party’s intellectual property rights shall be addressed by CattleSync. No App Store Provider shall have any obligation to investigate, defend, or resolve any such claim.

9. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CATTLESYNC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CATTLESYNC HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT, IN ANY EVENT, UNDER NO CIRCUMSTANCES, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, STATUTORY, OR OTHERWISE, WILL CATTLESYNC BE LIABLE TO CUSTOMER FOR ANY LOSSES, LIABILITIES, COSTS, EXPENSES OR DAMAGES IN ANY AMOUNT EXCEEDING THE SUBSCRIPTION FEE ACTUALLY PAID BY CUSTOMER TO CATTLESYNC IN THE PRIOR SIX-MONTH PERIOD. CATTLESYNC SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER FOR ANY CLAIMS OF PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT OR MISAPPROPRIATION OF TRADE SECRETS MADE AGAINST CUSTOMER INCIDENT TO THE USE OF THE SOFTWARE OR SERVICES.

10. Indemnification: Customer agrees to indemnify, defend and hold CattleSync and its officers, directors, employees, agents, contractors, subsidiaries, affiliates, or parent companies of each of them (each an "Indemnified Person") harmless from any loss, cost, expense (including attorney's fees, expert's fees, and expenses), demand, claim, liability, damages or cause of action of any kind or character (collectively referred to as "Claim") by any third party, arising out of or in connection with the performance of this Agreement or the Customer's access to or use of the Software or Services.

11. Suspension: If Customer does not pay the Charges owed under this Agreement or any other agreement between Customer and CattleSync when due, then CattleSync may suspend Customer's access to and use of the Services until all Charges or other amounts are paid in full. Suspension of Customer's use of the Services does not excuse or relieve Customer of the obligation to pay all Charges for the entire Term, including any portion of time during which Customer's access to the Services is suspended.

12. Feedback: CattleSync has not agreed to and does not agree to treat as confidential any Feedback (as defined below) you provide to CattleSync, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict CattleSync's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you. For purposes of this paragraph, "Feedback" means any suggestion or idea for improving or otherwise modifying the Software or Services.

13. Service Availability and Third-Party Information: Customer acknowledges and agrees that the Software is provided by CattleSync in part through its website, web-accessible servers, and mobile applications. Customer accepts and agrees to comply with the Privacy Policy, and copyright and trademark notices of CattleSync posted on the website or through its Software, which may be updated from time to time. Customer acknowledges and agrees that it is necessary for Customer to have computer equipment, mobile equipment, and an active internet connection that meets minimum specifications that may be published by CattleSync from time to time. Customer acknowledges that access to the Software and Services may be interrupted due to (a) website or server downtime for scheduled maintenance at CattleSync's sole discretion, or (b) interruptions in internet connectivity or other downtime caused by circumstances beyond CattleSync's control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemic, strikes or other labor problems, computer or telecommunications failures, delays involving hardware or software not within CattleSync's control, network intrusions or denial of service attacks. Customer acknowledges that the Software and Services rely upon information provided from third parties, which may not be accurate or reliable. Customer agrees that CattleSync shall not, in any way, be liable for, or have responsibility with respect to, any such interruptions, or the accuracy or reliability of information provided by third parties.

14. Customer Account: Customer agrees that Customer is solely responsible for any actions that occur under Customer's user account or in any way related to Customer's use of the Software or Services. Customer agrees to take all available precautions to prevent an unauthorized individual from accessing the Software or Services, including, but not limited to, notifying CattleSync immediately. Customer represents and warrants that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.

15. Default: Customer will be in default of this Agreement if Customer fails to make any payment when due and fails to cure the default within the time allotted under the terms of Customer's Subscription Fee. Except for Customer defaults for failure to make any payment when due, either Party will be in default of this Agreement if the Party is in material breach of this Agreement and fails to cure such breach within ten (10) business days after receipt of written notice thereof from the non-breaching Party. If a Party is in default, the non-breaching Party may terminate this Agreement or seek any other remedies available at law or in equity, except as otherwise provided in this Agreement. In the event Customer breaches or attempts to breach any provisions of this Agreement, CattleSync will have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempted breach.

16. Confidentiality: Each Party will use commercially reasonable efforts (but in no case less than the efforts used to protect its own proprietary, confidential, or non-public information) to protect all proprietary, confidential, or non-public information pertaining to or in any way connected to the Software, the Services, or other confidential business information (collectively the "Confidential Information"). Neither Party will disclose or publicize Confidential Information of the other Party without such Party's prior written consent. The confidentiality obligations will expire one (1) year after the date of termination of this Agreement except that the terms of this Section will continue in effect with respect to trade secrets for so long as they remain trade secrets under applicable law. Notwithstanding the foregoing, the restrictions on disclosure in this paragraph will not apply to information (1) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Customer; (2) already known to the Customer prior to disclosure pursuant to this Agreement; (3) obtained at any time lawfully from a third party under circumstances permitting its use or disclosure to others; or (4) required by law or court order to be disclosed.

17. Amendments: The terms of this Agreement may be periodically revised and updated by CattleSync upon issuance of updates or new versions of the Software or Services. Continued use of the Software or Services will be deemed to be Customer's acceptance of any revisions to this Agreement.

18. No Partnership, Joint Venture, or Agency; Third-Party Beneficiaries: Nothing in this Agreement is intended to or will operate to create a partnership or joint venture between the Parties, or authorize either Party to act as an agent for the other. Neither Party has the authority to act on behalf of the other Party or otherwise bind the other Party in any way. This Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. Notwithstanding the foregoing, to the extent desired by any App Store Provider, such App Store Provider shall have the right to enforce this Agreement against Customer.

19. Completeness: This Agreement sets forth the entire understanding between CattleSync and Customer with respect to the matters set forth herein and supersedes all previous agreements and representations with regard to the Software or Services.

20. Miscellaneous: This Agreement is governed by the laws of the State of Tennessee without regard to its conflict of law principles. The sole and exclusive venue for all disputes hereunder is the federal or state courts located in Knox County, Tennessee. The Parties' consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that part of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement. The prevailing party in any action filed related to this Agreement or related to the Software or Services is entitled to reasonable attorney's fees and costs.

Failure to enforce any rights granted herein shall not be deemed a waiver as to subsequent enforcement of such rights.

Neither the rights nor obligations arising under this Agreement are assignable by Customer. Any attempt to assign rights or obligations under this Agreement will be void and without effect unless otherwise specified above. CattleSync has the right to assign this Agreement as part of a transaction in which the assignee is acquiring the majority of CattleSync's assets, or a transaction in which CattleSync is selling all or substantially all of the assets involved in providing the Services to customers.

CUSTOMER ACKNOWLEDGES HAVING READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

Version 2023.06.19