This Software as a Service Agreement (“Agreement”) is made between:

My Biz Pro, Inc. (“My Work Belt”) 2699 Tower Hill

Rochester Hills, MI 48306 248.397.6090

E-Mail: info@myworkbelt.com

Attn: Sree Kaluva and

you the “Customer”

Concerning the use of the “My Work Belt” software, including only the functionality and Modules of the My Work Belt software package selected by the Customer. Subscription options can be found at https://myworkbelt.com/subscription/. These package options may be altered and updated by My Work Belt from time to time in its sole discretion. Any additional module(s) of software hosted for Customer shall be subject to additional fees.

This Agreement is effective on the date that the Customer subscribes to service (the “Effective Date”).

1. CERTAIN DEFINED TERMS.

   1. “Business Day” means Monday through Friday, except any federal or State of Michigan legal holiday.
   2. “Internet Data Centers.” Any of the facilities used by My Work Belt to host the Software. These facilities house the servers and other hardware, and related software for use of the Services. My Work Belt will contract with third parties to provide Internet Data Center operations.
   3. ”Proprietary Rights.” Any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, trademarks, service marks, and other similar rights or interests in intellectual property.
   4. “Services.” The right to access the Software and the right to use the Software through internet-based hosting as provided in this Agreement; and including any updates or upgrades to such Services which may be generally released by My Work Belt to all customers of the Software and Services from time to time.
   5. “Site.” My Work Belt’s website including and providing access to the Services. The current version of the Site can be accessed at https://myworkbelt.com. My Work Belt may, in its discretion, update the Siteso that it is accessible from additional or different addresses.

2. SUBSCRIPTION LICENSE GRANT:

   Subject to the terms and conditions of this Agreement, and during the term of this Agreement, My Work Belt hereby grants to Customer only, and solely for Customer’s business purposes, a non-exclusive, non-transferable, limited license to access the Site and use the Services. All rights not expressly granted to Customer herein are expressly reserved by My Work Belt. The Services are licensed for use by a single organization and may not be used for processing of third-party data as a service bureau, time share, rental, or application service provider. My Work Belt may suspend Services to Customer without prior notice for any use which is inconsistent with the limited license granted or upon failure to timely pay any Fee or other amounts due under this Agreement, in addition to other remedies available under this Agreement.

3. OWNERSHIP:

   My Work Belt owns the Software. Except as specifically provided in this Agreement, no rights in the Software are transferred to Customer. Customer agrees that nothing in this Agreement or any associated documents give it any right, title or interest in the Software or Services except for the limited express rights granted in this Agreement. Ownership of any additional Proprietary Rights embodied in the Site,Services, and Software shall remain exclusively vested in and be the sole and exclusive property of My Work Belt. In addition, Customer hereby transfers and assigns to My Work

   Belt any rights Customer may have to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Services and the Software. The domain name, product names and logos associated with the Services and Software are trademarks and property of My Work Belt, and no right or license is granted to Customer to use them.

4. FEES:

   1. Fee. The fee for the Services shall be the fee published at https://myworkbelt.com/subscription/ for the service package selected by the Customer, subject to adjustment as provided herein. The Fee includes access to and use of the Services via internet service purchased by Customer and licensingof the Software as provided herein for the number of users stated in the “account” section of the Customer’s portal on the Site (the “Authorized Users”). If any module(s) of the My Work Belt software in addition to those hosted under this Agreement are to be licensed, or the number Authorized Users are to be increased, the additional hosting services or additional Authorized Users will be subject to additional Fees. In addition to the Fee and other charges, Customer shall pay any taxes which may be owed as a result of this Agreement or activities hereunder, including without limitation all sales, use, and value added taxes, or duties. Customer may also be required to pay other charges for training, installation, hardware, and other services and goods which the Customer may require in order to use the Services and/or the Software.
   2. Payment of Fees. Customer agrees to pay all Fees when due. Without limitation, Customer agrees to make payments for the Services as described at https://myworkbelt.com/subscription/, and Customer further agrees to pay any invoice received from My Work Belt upon the terms set forth thereon.
   3. Increase in Fee. My Work Belt, in its sole and absolute discretion, may increase the Fee at any time after the Effective Date.
   4. Suspension of Services. My Work Belt may suspend Service under this Agreement for failure of Customer to timely pay any Fee or other amount due under this Agreement. If Services are suspended by My Work Belt for failure to timely pay any Fee or otherwise, in order to resume Services, Customer shall be required to pay any past due Fees or other amounts due to My Work Belt, plus an additional charge of five (5%) percent of the past due amounts. A suspension of services by My Work Belt shall not relieve Customer of its obligation to pay Fees during the balance of the then-current term of this Agreement.

5. USE RESTRICTIONS.

   Customer agrees that its use of the Services will be in a manner consistent with this Agreement and with all applicable laws and regulations, including those relating to Proprietary Rights, and export control laws. Without limiting the generality of the foregoing, Customer shall not, nor shall it permit or assist others, without the prior written consent of My Work Belt, to:

   1. Remove any notices of “Proprietary Rights” as defined herein.
   2. Sell, transfer, rent, lease, or sub-license this Agreement, the Software or the Services without the prior written consent of My Work Belt, which consent may be withheld by My Work Belt for any or no reason. The sale or transfer of Customer’s assets does not give any rights to or under this Agreement, but any person acquiring Customer’s assets shall be subject to all the restrictions and conditions of this Agreement.
   3. Copy, reverse-engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source codes of any part of the Software, to attempt to perform any such actions, or to authorize or assist any such actions.
   4. Make use of software or hardware that reduces or conceals the number of persons directly accessing or utilizing the Software or Services. The use of such software or hardware does not reduce the number of Software module licenses or Authorized Users required. The required number of Authorized Users is the number of distinct inputs to the multiplexing or pooling software or hardware.
   5. During the term of this Agreement or after its termination, for any reason, disclose to any person, without the express written consent of My Work Belt, the Software, Services, or any Proprietary Rights. All rights to or interest in the Software and Services, or rights to disclose the Services, Software and Services, shall at all times remain the property of My Work Belt.
   6. Fraudulently use the Software or Services.
   7. Process or permit to be processed the data of any third party that is not expressly authorized herein to access and use the Services and Software; or
   8. Access, alter, or destroy any information of any other customer of My Work Belt by any means or device, or attempt to do so;

6. SUITABILITY:

   Customer alone is responsible for determining whether or not the Software and Services best suit its needs. My Work Belt makes no representations or warranties that the Software or Services are suitable for Customer’s intended use.

   SECURITY.

   My Work Belt’s internal security practices meet or exceed applicable industry standards. My Work Belt will store Customer’s data in Internet Data Centers. Customer shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of its link to the internet and the access codes, passwords, and other information provided to it by My Work Belt for the Services. The parties agree that My Work Belt shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through unauthorized, illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws of Customer, Internet Data Centers, or of the Services that are unknown to My Work Belt at the time.

7. SET-UP OF SERVICES.

   On or before the Effective Date My Work Belt will complete all tasks required to make the Services accessible to Customer by way of the Customer’s internet service by assigning all security access, passwords and user IDs necessary for Customer to access and use the Services. Customer shall immediately report all problems accessing the Services. By paying the Fees, Customer agrees that My Work Belt has satisfactorily provided access to the Software and Services. Customer alone shall be responsible for maintaining its operating environment and internet connection, and My Work Belt shall be in no way responsible for interruption of access to the Services and Software caused by issues with Customer’s internet service or Customer’s computer and network hardware.

8. ACCESS CODES AND PASSWORDS FOR SERVICES.

   Access codes and passwords are Confidential Information of both parties and shall be protected as set forth below.

9. RENEWAL AND TERMINATION OF AGREEMENT:

   1. Term. If Customer has selected a package with annual billing, the Term shall be the year immediately following the Effective Date. If Customer has selected a package with monthly billing the Term shall be one month following the Effective Date. In either case, the Term shall be automatically extended (renewed) for an additional month (or year in the case of annual subscriptions) if Customer does not terminate the Agreement prior to the last day of the Term. The parties agree that it is their intent to allow the Agreement to renew indefinitely until a valid right to terminate set forth herein is exercised. Either party may choose not to renew this Agreement without cause for any reason.
   2. Termination.
      1. Either party may terminate this Agreement for material default by the other party if the other party fails to cure such default (if curable) within 30 days (or, in the case of payment, 10 days) after receipt of written notice of such default. Failure to make payment when due shall be a material default.
      2. Either party may terminate this Agreement without cause by providing notice to the other party prior to the end of the Term, as extended by any applicable renewals.
      3. Customer shall not be entitled to a return or refund of any Fee paid prior to termination.

   Upon termination, if all Fees have been paid Customer may hire My Work Belt to assist with migration of Customer’s data off of the My Work Belt platform by way of a separate written agreement. Additional fees will apply. Any such agreement shall be on terms acceptable to My Work Belt in its sole discretion, and My Work Belt may decline to enter into such an agreement for any or no reason.

10. MONITORING OF CUSTOMERS USE.

    My Work Belt reserves the right to internally monitor Customer’s usage of the Site, Software, and Services.

11. CONFIDENTIALITY.

    1. “Confidential Information” Defined. My Work Belt may disclose to Customer confidential information, including but not limited to access codes and passwords. Accordingly, the parties desire to establish in this Section terms governing the use and protection of certain information My Work Belt may disclose to the Customer. For purposes hereof, “Confidential Information” means (i) the terms and conditions of this Agreement, (ii) non-public aspects of My Work Belt’s Site and the operation thereof, the Software, access codes, passwords, the Services and additional services provided by My Work Belt, and My Work Belt’s business and technical information and data, (iii) Proprietary Rights, as defined herein. In addition, Confidential Information includes any of My Work Belt’s information which, although not related to the Software, the Services, or this Agreement, is generally treated as confidential or proprietary, or which is disclosed bearing an appropriate legend indicating its confidential or proprietary nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary hereof, also marked with such a legend, is provided to Customer within fifteen (15) days of the initial disclosure. Customer may use Confidential Information only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. Customer may disclose Confidential Information received hereunder only as reasonably required to use the Software and Services under this Agreement and only to its employees or agents who have a need to know for such purposes and who are

       bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (i) is in the lawful possession or control of Customer at the time of its disclosure hereunder; (ii) is, or becomes publicly known, through no fault or wrongful act of Customer; (iii) is received by Customer from a third party. Customer may disclose Confidential Information of My Work Belt pursuant to the requirements of a governmental agency or by operation of law, provided that Customer gives immediate written notice thereof to My Work Belt and reasonably cooperates with My Work Belt to contest such disclosure. Obligations in this Section shall survive termination of this Agreement.

    2. Upon the expiration or termination of this Agreement Customer shall promptly return all notes, memoranda, or other records, documents, correspondence, and similar repositories for or containing Confidential Information, including all copies thereof, then in its possession.

12. CUSTOMER REPRESENTATIONS AND WARRANTIES.

    1. Customer represents and warrants that the performance of its obligations and use of the Services (by Customer and its Third Party Service Providers) will not (i) violate any applicable laws, or regulations, including without limitation any Proprietary Rights and any and all laws and regulations regarding the transfer of personal information of residents of the European Union outside the European Union, or (ii) cause a breach of any agreements with any third parties, or (iii) unreasonably interfere with the use by other My Work Belt customers of My Work Belt’s services.
    2. Customer acknowledges that (i) My Work Belt does not monitor the content of the information passing through the Services, and (ii) Customer will use commercially reasonable efforts to ensure that the information it and its Authorized Users transmit thereby complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force.
    3. In the event of any breach by Customer of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, My Work Belt will have the right to suspend immediately any Services if deemed reasonably necessary.

13. MY WORK BELT REPRESENTATIONS.

    My Work Belt represents that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and delivery of the Services to Customer will not violate any applicable laws or regulations of the United States or cause a breach of any agreements between My Work Belt and any third parties. In the event of a breach by My Work Belt of the foregoing representations, Customer’s sole remedy is termination of this Agreement upon written notice to My Work Belt.

14. LIMITED WARRANTY.

    My Work Belt represents and warrants that the Services will: (i) conform to all material operational features (for Customer’s selected package) as described on the Site, and (ii) be free of errors and defects that materially affect the performance of such features (“Limited Warranty”), provided that Customer must promptly notify My Work Belt of any non-conformity, error, or defect. Customer’s sole and exclusive remedy for breach of this Limited Warranty shall be the prompt correction of non-conforming Services at My Work Belt’s expense, except as otherwise specifically provided herein.

15. WARRANTY DISCLAIMERS.

    EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, ANY INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT, OR AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER MY WORK BELT NOR ANY OF ITS AGENTS OR PROVIDERS UTILIZED FOR HOSTING THE SERVICES MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND MY WORK BELT AND ITS AGENTS OR PROVIDERS UTILIZED FOR HOSTING THE SERVICE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME STATES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT HAVE BEEN MADE RESPECTING THE SERVICES OR SOFTWARE, AND THAT CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THIS AGREEMENT. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THAT MY WORK BELT HAS NO CONTROL OVER THE INTERNET, AND THAT MY WORK BELT IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES. MY WORK BELT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES OR SITE WILL OPERATE IN THE COMBINATIONS WHICH CUSTOMER MAY SELECT FOR USE, OR THAT OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

16. DISCLAIMER OF ACTIONS OF THIRD PARTIES

    My Work Belt does not and cannot control the flow of data to or from the Site and other portions of the Internet. Such flow of data depends on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customer’s connections to the Internet (or portions thereof). My Work Belt cannot guarantee that such events will not occur. MY WORK BELT DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.

17. DISCLAIMER OF INCIDENTAL, CONSEQUENTIAL AND OTHER DAMAGES.

    EXCEPT FOR INDEMNITY OR OTHER OBLIGATIONS EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL MY WORK BELT BE LIABLE TO CUSTOMER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUES, OR OTHER LOSSES ARISING OUT OF USE OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF MY WORK BELT HAS BEEN ADVISED OF, OR HAD OR SHOULD HAVE HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF, THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

18. LIABILITY CAP.

    In no event shall My Work Belt’s aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, exceed the total of Fees payable by Customer for the three (3) months immediately preceding the claim for such liability. If Customer is paying Fees annually, the liability cap shall be determined by prorating the annual fee and calculating the prorated amount applicable to the preceding three months.

19. RELATIONSHIP

    My Work Belt and Customer, which shall include for purpose of this section of the Agreement their respective employees, agents, and other representatives, are independent contractors with each other, and shall have no authority whatsoever to bind the other. This Agreement shall not be construed to create a joint venture, partnership or agency relationship. A party shall have no right to enter into any contracts, agreements or other commitments or to make any representations, warranties, guarantees, allowances or adjustments in the name of or on behalf of the other party. Each party is solely responsible for it’s employees, agents and representatives and for their acts and conduct, and agrees to hold the other party harmless and to indemnify, defend, and hold harmless against any and all liability or expense (including reasonable attorneys’ fees) in connection with any claim that arises out of the negligence or other wrongful conduct of the party or its employees, agents or representatives, or any claim that the party or any employee or agent of the party is an employee of the other party. The provisions of this Agreement are for the benefit of the parties hereto, and not for the benefit of any third parties.

20. WAIVER.

    No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or of any other provisions hereof; and no waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged herewith.

21. NOTICE

    1. Timing. Any notice under this Agreement shall be deemed given:
       1. If by personal delivery upon receipt thereof;
       2. If by United States mail, at 12:00 noon local time at the receiver’s address on the third Business Day after deposit in the United States mail, postage prepaid, certified mail, return receipt requested at any location in the continental United States;
       3. If by fax, at 12:00 noon local time at the receiver’s address on the next Business Day, provided that the sender’s fax device has generated a confirmation of transmission;
       4. If by overnight delivery service, at 12:00 noon local time at the receiver’s address the next Business Day after sending; or
       5. If by electronic mail, at 12:00 noon local time at the receiver’s physical address on the next Business Day after sending, provided that the sender does not receive any automated message indicating that the e-mail was not transmitted to the recipient’s e-mail account.
    2. Address. Each notice will be sent to the address in the preamble or, with respect to Customer, to the address specified when Customer subscribed for service.
    3. Electronic Communications. The parties agree to send and receive notices and otherwise permit binding communications by electronic means, including but not limited to the electronic forms located at the Site. Any

       requirement that any item be in writing is satisfied if the item is a record, whether electronic or otherwise. Any requirement that any item be signed is satisfied by a valid electronic signature.

22. GOVERNING LAW AND JURISDICTION:

    The laws of the State of Michigan, without regard for Michigan’s conflict of law rules, shall govern this Agreement. Customer consents to jurisdiction of, and venue in, the Michigan state courts in Oakland County, Michigan, and the United States District Court for the Eastern District of Michigan, and neither party may bring any action in any other court.

23. FORCE MAJEURE

    If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable (other than the payment of any fees or charges due) by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, act of terrorism, or any other cause beyond the control of the affected party, that party shall be excused from performance to the extent that it is prevented, hindered or delayed by such causes. For the avoidance of doubt, the COVID-19 pandemic shall not be considered an event which triggers this paragraph.

24. ARBITRATION

    All claims or disputes arising out of or in connection with this Agreement shall be resolved by final and binding arbitration, and a judgment may be entered on the arbitration award in the Oakland County, Michigan, Circuit Court; provided that My Work Belt may pursue remedies available to it in a court of law (without arbitration) to collect any amounts due to it under this Agreement or for any services rendered to Customer, or to seek injunctive relief. All arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association, unless the parties mutually agree in writing otherwise. The arbitrator shall be mutually agreed upon by the parties within twenty-one days of a written demand for arbitration. If the parties do not agree on an arbitrator, they shall each appoint an attorney, and give notice of the appointment to the other party. The two attorneys so nominated shall appoint an arbitrator within twenty-one days of their mutual nomination. If an arbitrator can not be chosen in this manner, the arbitrator shall be chosen by the Oakland County, Michigan, Circuit Court. Any arbitration shall be conducted in Oakland County, Michigan.

25. ATTORNEY FEES:

    In the event of a breach of this Agreement by Customer, Customer agrees to pay all costs incurred by My Work Belt, including but not limited to My Work Belt’s actual attorney fees.

26. JURY WAIVER:

    BOTH PARTIES TO THIS AGREEMENT HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY.

27. SEVERABILITY:

    In the event that a court of competent jurisdiction determines that any portion of this Agreement is unenforceable, such determination shall not affect any other provisions of this Agreement, and the remaining provisions of this Agreement will remain in force and effect.

28. ENTIRE AGREEMENT:

    This Agreement constitutes the entire agreement and understanding of the parties with regard to the subject matter hereof, and it supersedes all prior and contemporaneous agreements, representations, documents, and proposals, oral or written, with regard to such subject matter. Except for adjustments which can be made by My Work Belt as described herein (including but not limited to Fees), this Agreement may be amended or modified only by an agreement in writing accepted by each of the parties (and in the case of My Work Belt by a corporate officer) and may not be modified by course of conduct.