US Master Services Agreement

Services. Subject to the terms of the Agreement, Sona hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right for Customer's internal business purposes only, during the applicable Services Order Term, to (a) access and use the SaaS Solution, (b) download a reasonable number of copies of the App to devices owned or controlled by Customer, and (c) access, download, copy, store, display, and use the Reports.

Professional Services. Subject to the terms of the Agreement, Sona will perform those certain Professional Services in a workman-like manner consistent with generally accepted industry practices. For any breach of the previous sentence, Customer's exclusive remedy, and Sona's entire liability, will be the re-performance of the Professional Services and if Sona fails to re-perform the Professional Services as warranted, Customer's sole and exclusive remedy shall be to recover the Fees paid to Sona for the deficient Professional Services.

Change Requests. Customer's request for any change in Professional Services must be in writing; this requirement pertains to all such requests including but not limited to requests for changes in project plans, scope, specifications, schedule, designs, or requirements. Sona will not be obligated to perform tasks described in Customer's request until the parties agree in writing to the proposed change.

Satisfaction. If Customer is reasonably dissatisfied with the results of any Professional Services, Customer shall notify Sona of its dissatisfaction within ten (10) days of Customer's receipt of the relevant Professional Services, or else such Professional Services shall be deemed accepted. If Customer reasonably rejects any Professional Services, then Customer's remedies set out in this Section 2.2 shall apply.

Customer Obligations.

Use Restrictions. Customer shall not, and will not allow and shall not authorize any third party, including any Authorized Users, directly or indirectly, to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Sona Technology (except to the extent permitted by applicable law notwithstanding this restriction); (b) write or develop any program based upon any portion of the Sona Technology, or otherwise use the Sona Technology for the purpose of developing, distributing or making available products or services that compete with the Sona Technology or the Services; (c) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Sona Technology or Services; (d) distribute the Reports to any third party except as reasonably required in connection with Customer's legal and compliance obligations, nor shall Customer use the Reports for any competitive or benchmarking purposes; (e) permit the Sona Technology or Services to be accessed or used by any persons other than Authorized Users and End Users (App only) accessing or using the Sona Technology in accordance with the Agreement; (f) allow seat License accounts to be used by more than one Authorized User or End User (as applicable); (g) transfer Site Licenses to other Sites without Sona's prior written permission; (h) alter or remove any trademarks or proprietary notices contained in or on the Sona Technology; (i) circumvent or otherwise interfere with any authentication or security measures of the Sona Technology or otherwise interfere with or disrupt the integrity or performance of the foregoing; (j) access or use the Services in a manner that breaches or causes the breach of applicable export control laws; (k) use the Services or Reports in connection with its interactions with End Users in violation of any law, rule, or regulation, including without limitation any applicable employment or consumer protection laws; or (l) collect or use any Location Data without the affirmative consent of the applicable End User. Customer acknowledges that Sona may, but is under no obligation to, monitor Customer's use of the Services.

Compliance. Customer shall ensure and represents and warrants that it complies with all applicable laws, rules, and regulations with respect to Customer's business and its, and its Authorized Users' and End Users' use of the Services.

Consents and Disclosures. Customer shall be solely responsible for: (a) providing any and all legally required notices and disclosures to its employees and contractors; (b) offering all legally required choices to employees and contractors to enable them to exercise any granted privacy rights, and (c) for obtaining all informed consents from employees and contractors required, to permit: (i) Customer to use and receive the Services; (ii) Customer's provision of Customer Data to Sona under the Agreement; and (iii) Sona's use, accessing, storing, and processing of the Customer Data in accordance with the Agreement. Without limiting the foregoing, Customer acknowledges and agrees that Customer shall be solely responsible for ensuring that Customer's collection and use of Customer Data, including Location Data, complies with applicable law.

Cooperation. Customer shall (i) cooperate with Sona in all matters relating to the Services, including providing timely review and approval of any Professional Services and, at Sona's request, appointing an Authorized User with respect to each Services Order to act as the Customer's representative in day-to-day matters relating to that particular Services Order, and otherwise fulfill the activities of the role described in the relevant Services Order; (ii) timely provide to Sona (a) access to office accommodations, facilities, and/or equipment and/or (b) all documents, information (including Customer Data, security access information, and configuration information), items and materials in any form (whether owned by the Customer or a third party) required under a Services Order or otherwise reasonably required by Sona in connection with the Services and ensure that such materials are accurate and complete; (iii) obtain and maintain all necessary licenses and consents required in order to enable Sona's performance of the Services; (iv) ensure that its network and systems comply with the relevant specifications provided by Sona from time to time; (v) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Sona's data centers, and all problems, conditions, delays, delivery failures and for all loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; (vi) use commercially reasonable efforts to prevent and terminate any unauthorized access to or use of the Services; (vii) promptly notify Sona of any unauthorized access to or use of the Services of which it becomes aware; and (viii) comply with any additional responsibilities of the Customer set out in the applicable Services Order.

In the event of any delays in, or failure by, the Customer in performing its obligations under the Agreement (including any obligations or dependencies set out in a Services Order), Customer acknowledges and agrees that (a) Sona shall not be liable for any resulting delay or failure in complying with its obligations; and (b) Sona shall be entitled to adjust any agreed timetable or delivery schedule as reasonably necessary.

Service Levels and Support. Subject to the terms of the Agreement, Sona will make the applicable Services available in accordance with and provide the support set forth in the SLA. Customer acknowledges and agrees that Customer's sole and exclusive remedy arising out of any failure by Sona to meet commitments set forth in the SLA are those set forth in the SLA.

Third-Party Tools. Subject to the terms of the Agreement, Sona may make available to Customer certain third-party tools or services in connection with Customer's use of the Services, including third party integrations, either as set forth in a Services Order or as may be made available to Customer by Sona through the Services (collectively, the "Third-Party Tools"). Sona does not make any representations or warranties with respect to such Third-Party Tools. Sona hereby grants Customer the rights Sona may have in such Third-Party Tool for the applicable Services Order Term solely for Customer's use of such Third-Party Tool in connection with the Services for internal business use. Such Third-Party Tools are not under the control of Sona and do not form part of the Services. Sona is not responsible for any Third-Party Tools, and Customer uses any such Third-Party Tools at its own risk. Additional terms may apply to Customer's use of any Third-Party Tools.

AI Tools. Certain features of the Services may leverage or include AI Tools. Customer acknowledges and agrees that such AI Tools are made available "AS IS" and "WITH ALL FAULTS" and that Sona does not review or verify any output of any AI Tools. CUSTOMER, AND NOT SONA, SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER'S USE OF THE AI TOOLS. Customer acknowledges and agrees that any actions or omissions taken by Customer in reliance on the information provided by any AI Tools is at Customer's own risk. Information provided by the AI Tools may be inaccurate or incomplete and, like all other information provided by the Services, Customer is encouraged to independently verify such information prior to use of or reliance on any output. Customer expressly acknowledges and agrees that Sona will have no liability to Customer or any third party arising from or related to Customer's use of any AI Tool in connection with the Services.

Upgrades. Sona may from time to time deploy Upgrades to all or part of the Sona Technology.

Invoicing and Payment. Customer will pay Sona all fees of the type and amount set forth in a Services Order ("Fees"). Customer will pay for any excess usage beyond any usage limitations or metrics on which Fees are based at the rates set forth in the Services Order (as may be increased in accordance with the Agreement), or, if no such rates are set forth on the Services Order, then at Sona's then current standard rates for such usage. Fees (if any) for Professional Services will be paid for services to be rendered at Sona's then prevailing time and materials rates. Any daily Fees shall be invoiced on a per-day, rather than hourly, basis. Unless otherwise set forth in a Services Order or required by law: (i) all Fees are non-cancellable, non-refundable, and non-recoupable; and (ii) all invoices for Fees are due and payable in the currency described in the Services Order or invoice, or if no such currency is specified, then in United States Dollars within fourteen (14) days after the invoice date, without deduction or setoff. If Customer's payment is overdue, then Sona may: (i) charge interest from the due date at the lesser of 1.5% per month or the highest rate allowed by law until paid in full; and (ii) suspend the Services if Customer's payment is overdue for more than fifteen (15) days, with advance notice to Customer. Customer will reimburse Sona for all reasonable expenses (including attorneys' fees) incurred by Sona in collecting overdue payments on accurately billed invoices.

Taxes. The Fees are exclusive of all applicable Taxes and Customer is responsible for all Taxes arising out of the Agreement or the transactions contemplated by the Agreement.

Sona may adjust its day rates, fee structures and Fees on 1 January each calendar year by (i) a percentage amount equivalent to the percentage increase in the US CPI-U in the previous 12 months; plus (ii) an additional innovation adjustment of 5% per year to reflect any improvement to the Services made in the previous year (for example only, additional features delivered via upgrades).

Intellectual Property Rights. Customer acknowledges that Sona owns and retains all rights, title, and interest, including all intellectual property rights, in and to the Sona Technology, including all technology, software, algorithms, user interfaces, trade secrets, techniques, designs, inventions, works of authorship, and other tangible and intangible material and information pertaining thereto or included therein, and nothing in the Agreement shall preclude or restrict Sona from using or exploiting any concepts, ideas, techniques or know-how of or related to the Sona Technology or otherwise arising in connection with Sona's performance under the Agreement. Other than as expressly set forth in the Agreement, no licenses or other rights in or to the Sona Technology are granted to Customer and all such rights are hereby expressly reserved.

Feedback. Customer hereby grants Sona a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate in the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including its Authorized Users, relating to the Services ("Feedback"). In no event shall Feedback be deemed to be Customer's Confidential Information (as defined below).

License to Customer Data. Customer acknowledges that performance of certain tools and services that underlie the Services relies on insights derived from data collected from Sona's customers and third-party data sources, which insights are leveraged by Sona to enable customers to optimize scheduling and otherwise improve employee management tools. Accordingly, Customer grants Sona and its Affiliates a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license to use Customer Data, including by combining Customer Data with other data, including data derived from third-party sources in order to operate, analyze, improve its service offering, and otherwise provide the Services requested by Customer pursuant to the terms of the Agreement. Notwithstanding anything in this provision to the contrary, Sona shall only use Customer Data that is Personal Information to provide the Services in conformity with the terms of the Agreement, including the DPA, and all applicable laws, including laws pertaining to individual privacy and security.

Term. The Agreement will start on the Effective Date and will continue until all Services Orders have terminated (the "MSA Term"). Unless otherwise stated in a Services Order, each Services Order will continue until completion of the Initial Subscription Term of that Services Order (as defined in the applicable Services Order), and upon expiration of such Initial Subscription Term, shall automatically renew for consecutive periods of the same duration as the Initial Subscription Term (each such period with respect to that Services Order, a "Renewal Term") unless either party provides notice of non-renewal at least 180 days prior to the end of the then current Initial Subscription Term or Renewal Term (all Renewal Terms of a Services Order together with the Initial Subscription Term of that Services Order, the "Services Order Term").

Termination.

Either party may terminate the Agreement: (i) if the other party is in material breach of the Agreement, where such material breach is not cured within thirty (30) days after written notice by the non-breaching party of such breach; or (ii) by written notice if (a) a receiver or similar officer is appointed for the other party's business, property, affairs or revenues and such proceedings continue for forty-five (45) days; (b) the other party becomes insolvent, admits in writing its inability to pay debts generally as they come due, is adjudicated bankrupt, or enters composition proceedings, makes an assignment for the benefit of its creditors or another arrangement of similar import; (c) proceedings under bankruptcy or insolvency laws are commenced by or against the other party and are not dismissed within forty-five (45) days, or (d) the purpose of the Agreement is frustrated by operation of law. Notwithstanding anything to the contrary herein, if Customer fails to pay any amounts owed to Sona within fifteen (15) days after written notice of nonpayment of any amounts owed to Sona, which may be provided any time after any amount becomes past due, Sona may immediately terminate the Agreement. For the avoidance of doubt, Customer's noncompliance with Section 2.3(i) or 2.3(ii) shall be deemed a material breach of the Agreement.

Notwithstanding anything to the contrary in the Agreement, if a Franchisee Affiliate of Customer has executed a Franchisee Addendum under the Agreement, any breach of the Agreement by such Franchisee Affiliate shall be deemed a breach solely by that Franchisee Affiliate and not by any other Affiliate, Franchisee Affiliate, or by Customer or Sona. In the event of a material breach by a Franchisee Affiliate that is not cured within the applicable cure period, Sona's right to terminate under this Section 6.2 shall apply only with respect to the Franchisee Addendum to which the breaching Franchisee Affiliate is a party. Termination of a Services Order due to a Franchisee Affiliate's breach shall not affect the validity or continuation of the Agreement or any other Services Orders between the parties or their respective Franchisee Affiliates that are not in breach. Breach of the Agreement by a Franchisee Affiliate shall not entitle Customer or any other Franchisee Affiliates to terminate the Agreement.

Effect of Termination. Upon the effective date of the expiration or termination of the Agreement for any reason: (i) Customer's, Authorized Users' and its End Users' access to the Services, and the licenses granted to Customer hereunder will automatically terminate; (ii) all outstanding payment obligations of Customer will become due and payable immediately; and (iii) Customer shall immediately return, or at Sona's request destroy and certify the destruction of any tangible embodiments of Sona's Confidential Information, including any copies of any SDK or API. The following provisions will survive the expiration or termination of the Agreement for any reason: Sections 1, 2.3(i), 3, 4, 5, 6.3, and 7 through 11. This Section shall also apply in the context of terminations of individual Services Orders entered into by Customer, with the necessary changes to the wording of this Section being deemed to be made.

Definition. "Confidential Information" means: (i) any information disclosed, directly or indirectly, by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") pursuant to the Agreement that is designated as "confidential," or in some other manner to indicate its confidential nature; and (ii) any information that otherwise should reasonably be expected to be treated in a confidential manner based on the circumstances of its disclosure or the nature of the information itself. Without limiting the foregoing, the Sona Technology, the functionality and performance of the Sona Technology, including any metrics pertaining thereto, are the Confidential Information of Sona, and the terms (but not the existence, subject to Section 11.7) of the Agreement will be kept confidential, respectively, as each party's Confidential Information. Notwithstanding the foregoing, Confidential Information does not include any information that: (a) is or becomes generally known and available to the public through no act of the Receiving Party; (b) was already in the Receiving Party's possession without a duty of confidentiality owed to the Disclosing Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party's contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without breach of an obligation owed to the Disclosing Party.

Use; Maintenance. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under the Agreement. Neither party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other party, except: (i) to its advisors, or prospective investors or purchasers, in each case subject to written obligations of confidentiality, or (ii) where the Receiving Party becomes legally compelled to disclose Confidential Information, notwithstanding the Receiving Party's having given the Disclosing Party prior notice of such legally compelled disclosure and a reasonable opportunity to seek a protective order or other confidential treatment for such Confidential Information (if permitted by applicable law). Each party will take reasonable measures and care to protect the secrecy of and avoid disclosure and unauthorized use of the other party's Confidential Information and will take at least those measures taken to protect its own most highly confidential information.

By Sona. Sona will defend and indemnify Customer against any Liabilities in any Third-Party Legal Proceeding to the extent it alleges that Customer's use, as authorized in the Agreement, of the Services during the applicable Services Order Term constitutes a direct infringement of the U.S. patents or copyrights of any third party. Notwithstanding the foregoing, Sona shall have no obligation under this Section 8 or otherwise with respect to any infringement claim based upon (i) any use of the Services not in accordance with the Agreement or as specified in the Documentation; (ii) any use of the Services in combination with other products, equipment, software or data not supplied by Sona; (iii) any of the circumstances set out in Section 8.2; (iv) any modification of the Services by any person other than Sona or its authorized agents; or (v) the Customer's or its personnel's use of the Services after notice of the alleged or actual infringement from Sona or any third party.

By Customer. Customer will defend and indemnify Sona against any Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) allegations that the collection or use by or on behalf of Sona of the Customer Data in accordance with the Agreement violates a third party's rights (including those of any End User) or any laws; (ii) any unauthorized access or use of the Services by Customer, Authorized Users, End Users, or any third party utilizing any access credentials of Customer, Authorized Users, or End Users; (iii) the use of the Services in violation or in connection with a violation of applicable law, rules or regulations; (iv) the operation of Customer's business; (v) any claim or allegation that Sona is an employer or joint employer of any employee or personnel of Customer, or otherwise has control over any Customer's employment practices; or (vi) Customer's or Authorized Users' use of or reliance on Reports, including any allegations that any use of Reports by Customer or Authorized Users infringes or misappropriates any third party's rights or violates any laws.

Conditions. Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 8.3 prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 8.1 or Section 8.2 (as applicable) will be reduced in proportion to the prejudice.

Remedies. Notwithstanding anything herein to the contrary, if any intellectual property infringement claim is brought or threatened against Customer, or if Sona reasonably believes that the Services may infringe a third party's intellectual property rights, then Sona may, at its sole option and expense: (i) procure for Customer the right to continue to use the Service; (ii) modify the Services, as applicable, to make it non-infringing without materially reducing their functionality; (iii) replace the affected aspect of the Services with non-infringing technology having substantially similar capabilities; or (iv) terminate the Agreement or a Services Order(s) for the applicable Services, in whole or part.

Disclaimer. WITHOUT AFFECTING EITHER PARTY'S TERMINATION RIGHTS, THIS SECTION 8 STATES THE ENTIRE LIABILITY OF SONA, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY SONA, THE SONA TECHNOLOGY, OR ANY PART THEREOF.

Notices. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each party set forth in the introductory paragraph to this MSA, or to such other address as either party may substitute by written notice to the other, or by email expressly referencing this Section 11.1. Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, three (3) days after deposit in certified mail, or upon sending of an email with transmission confirmed.

Franchisee Affiliates. In a Services Order, Franchisee Affiliates of the Customer, and the Licenses they are purchasing, may be listed and be a signatory to that Services Order in addition to Customer, in which case that Services Order as it applies to the Franchisee Affiliate shall be considered a Franchisee Addendum. In addition, at any time during the Services Order Term, Customer and/or any Franchisee Affiliate may request additional Licenses for the benefit of one or more Franchisee Affiliates. Such request shall be made in writing and shall specify the legal entity operating the additional Licenses, the License type, and the proposed commencement date for Services associated with such License. If Sona agrees to the request, it shall use the information provided to create a draft Franchisee Addendum. Each draft Franchisee Addendum is subject to Sona's acceptance. Each Franchisee Addendum shall be, except where stated otherwise in the Franchisee Addendum or elsewhere in the Agreement, deemed a "Services Order" under the MSA and shall be subject to all terms and conditions of the MSA and the original Services Order. For clarity, and by way of example only, references to "Services Order" in the limitation of liability section of this MSA shall refer to "Franchisee Addendum" in reference to the relevant additional Franchisee Affiliate License(s). Each Franchisee Affiliate that manages or controls an additional Franchisee Affiliate License shall be deemed a "Customer" solely in respect of their respective additional Franchisee Affiliate License(s) and be entitled to all the rights and be responsible for performance of all the obligations of the Agreement as "Customer". Franchisee Affiliates are severally (and not jointly) liable for their respective obligations with respect to their own respective additional Franchisee Affiliate Licenses. Sona shall provide implementation services for each additional Franchisee Affiliate License. The scope, fees, and timeline for such implementation services shall be the same as that set forth in the original Services Order unless otherwise set forth in the applicable Franchisee Addendum.

Assignment; Third Party Beneficiaries. Neither party may assign the Agreement or any of its rights or obligations under the Agreement without the prior written consent of the other party, except that Sona may assign the Agreement without the consent of Customer (i) to an Affiliate, or (ii) as part of a corporate reorganization, or upon a change of control, consolidation, merger, sale of all or substantially all of its business or assets related to the Agreement, or a similar transaction or series of transactions. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Any Customer Affiliates (excluding for the avoidance of doubt Franchisee Affiliates) identified in a Services Order are third party beneficiaries to the Agreement subject always to the following:

(a) Customer procures that such Affiliate(s) comply with the relevant provisions of the Agreement;

(b) notwithstanding Section 11.3(i), Customer shall be fully liable to Sona for acts and/or omissions of member(s) of such Affiliate(s) as though such acts or omissions were those of Customer; and

(c) any claim arising out of or in connection with the Agreement and relating to Services provided to a Customer Affiliate, will be actionable solely by Customer and not by the relevant Affiliate.

Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including without limitation issues arising from problems in the software, firmware or hardware of Sona's suppliers or technology providers, an act of war, terrorism, act of God, earthquake, flood, pandemic, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure or degradation of the internet. The delayed party shall give the other party notice of such cause and shall use its commercially reasonable efforts to correct such failure or delay in performance.

Governing Law. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES. THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED. SUBJECT FIRST TO SECTION 11.9, IF A LAWSUIT OR COURT PROCEEDING IS PERMITTED UNDER THE AGREEMENT, THE PARTIES WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN DELAWARE, AND THE PARTIES HEREBY AGREE AND CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS.

Non-Solicitation. During the MSA Term and for one (1) year thereafter, neither party will directly or indirectly solicit the services of any employee or consultant of the other party for such party's benefit or for the benefit of any other person or entity, provided that the preceding restriction will not prohibit general advertisements for employment or contracts not specifically directed towards employees or consultants of the other party.

Publicity. Sona may, with Customer's approval (not to be unreasonably withheld or delayed) use Customer's name as a reference for marketing or promotional purposes on Sona's website and in other communication with existing or potential Sona customers. Customer shall not, without the prior and specific written agreement of Sona, disclose any information regarding the nature of the Services publicly or to any third parties.

Insurance. During the MSA Term, Sona shall maintain in force insurance policies with reputable insurance companies against all risks that would normally be insured against by a prudent businessperson in connection with the risks associated with the Agreement, and on the Customer's request, produce the relevant insurance certificates to the Customer.

Arbitration. The parties agree to resolve all disputes arising under or in connection with the Agreement through binding arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within thirty (30) days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be conducted in accordance with the applicable rules of the American Arbitration Association ("AAA Rules"). The arbitration will be conducted in English in New York, NY, USA. If the parties do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator. The selection of an arbitrator under the rules of the AAA will be final and binding on the parties. The arbitrator must be independent of the parties. The arbitrator's decision will be final and binding on both parties, and the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The costs and expenses of the arbitration will be shared equally by both parties; however, if the arbitrator finds that either the substance of the claim or the relief sought in arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. Notwithstanding the foregoing, this Section 11.9 will not prohibit either party from: (i) bringing an individual action in small claims court; (ii) seeking injunctive or other equitable relief in a court of competent jurisdiction; (iii) pursuing an enforcement action through the applicable federal, state, or local agency if that action is available; or (iv) filing suit in a court of law to address an intellectual property infringement or misappropriation claim. If this Section 11.9 is found to be unenforceable, the parties agree that the exclusive jurisdiction and venue described in Section 11.5 will govern any action arising out of or related to the Agreement.

Conflicting Terms. In the event of a conflict between the documents that comprise the Agreement, the documents will control in the following order (of decreasing precedence): the DPA, any Services Order, and this MSA. In the event of any conflict between the terms of a Franchisee Addendum and the original Services Order or the MSA, the terms of the Franchisee Addendum shall prevail solely in respect of the additional Franchisee Affiliate License(s) covered thereby.

Miscellaneous. The Agreement is the sole agreement of the parties concerning the subject matter hereof and supersedes all prior agreements and understandings with respect to said subject matter. Customer may not subcontract or delegate any rights or obligations granted to it under the Agreement to any third parties, including its consultants or contractors, without the prior written consent of Sona. Customer agrees that it is responsible for any liability arising out of End Users' or Authorized Users' access and use of the Sona Technology in violation of the Agreement. No terms of any purchase order, acknowledgement, or other form provided by Customer in connection with a Services Order will modify the Agreement, regardless of any failure of Sona to object to such terms. Any ambiguity in the Agreement shall be interpreted without regard to which party drafted the Agreement or any part thereof. Subject to Section 11.3, there are no third-party beneficiaries to the Agreement. References to a 'year' shall be a reference to the period between February 01 to January 31 (inclusive) and references to a 'quarter' shall be interpreted accordingly. The Agreement may only be amended by a writing signed by both parties. The parties consent to electronic signatures and agree that the Agreement may be executed in counterparts. The headings in the Agreement are inserted for convenience and are not intended to affect the interpretation of the Agreement. The relationship between the parties shall be that of independent contractors. Sona may use subcontractors or otherwise delegate aspects of its performance under the Agreement; provided that Sona shall remain responsible hereunder for any such subcontractor's performance. Waiver of any term of the Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of the Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of the Agreement and the remainder of the Agreement will continue in full force and effect without said provision. The parties agree to comply with all applicable export control laws and regulations related to their performance of the Agreement.