Software Agreement

Date of Last Revision: July 1, 2020

This Software Subscription Agreement (the “Agreement”) constitutes a binding agreement which governs your acquisition and use of nextmv’s “Software” (defined below).

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT THROUGH THE EXECUTION OF AN ORDER FORM WHICH ADOPTS THIS AGREEMENT BY REFERENCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IN THIS AGREEMENT, “CUSTOMER” WILL REFER TO YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

In consideration of the mutual promises below and other good and valuable consideration the sufficiency of which are hereby acknowledged, this Agreement is entered into by and between nextmv.io Inc., a Delaware corporation (“nextmv”) and Customer.

1. Definitions

1.1 The following terms, when used in this Agreement shall have the following meanings:

“Acceptance Date” means the latest date of signature appearing in the signature page to this Agreement.“

Subscription Period” means a renewable period of twelve (12) calendar months, with the initial Subscription Period commencing on the Acceptance Date.

“Order Form” means a written agreement, incorporating this Agreement, executed by the authorized representatives of both parties setting forth, among other things, the nextmv Services and Software to be provided and the fees to be paid under this Agreement.

“Confidential Information” means, subject to the exceptions set forth below, any information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the “Receiving Party”); provided, however, that reports and/or information related to or regarding the nextmv Software, or a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services shall be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth below. In all instances all Software is Confidential Information of nextmv. The foregoing notwithstanding, Confidential Information does not include information that: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party.

“Customer Data” means data and other material supplied directly to nextmv by customer in the course of receiving or using nextmv Software.

“Authorized Users” means the named individuals or machines users that are authorized under this Agreement to use the nextmv Services and Software, each such individual having access to the platform nextmv uses to distribute its Software, access to the Software through a deploy key, or any other method nextmv may approve, and each such individual using the nextmv Services and Software.

“Software” refers to computer-executable software and/or source code which is designated in a written Order Form to this Agreement signed by an authorized representative of nextmv and includes Software in its unmodified form and any subsequent commercially available upgrades or modifications to, or derivatives or Versions of, the Software provided to Customer. Software does not include any so-called ‘open source’ or other third party software or data incorporated into, used in connection with or supplied via the nextmv Software, which is provided under separate license terms and not subject to the terms of this agreement.

“Subscription Fees” means the fees for the nextmv Software subscription.

“Version” refers to a release of the Software. In general, a Version will be designated by a release number that consists of a series of digits separated by a decimal point, e.g., v2.1.2. Different release numbers denote different Versions.

2. NEXTMV SOFTWARE LICENSE

2.1. Access to Licenses.

Subject to the terms and conditions of this Agreement nextmv hereby grants Customer a non-exclusive right to access and use Software during the Subscription Period solely for the purpose of using Software as described in an applicable Order Form.

2.2. Customer Limitations.

Each license set forth in Section 2.1 is granted subject to the following restrictions:

(a) The Software and shall be used or accessed only by Authorized Users;

(b) Each Authorized User shall only access the Software and using access credentials provided by nextmv;

(c) Customer shall not provide any access credentials to access Software to any party or person other than Authorized Users;

(d) Customer shall not use Software to process data on behalf of third parties;(e) Customer shall not remove any copyright, trademark or other proprietary notices of nextmv or its suppliers displayed in the Software;

(f) Customer shall not transfer, distribute, sell, resell, lease, sublease, license, sub-license or assign nextmv Software or the license or subscription granted by this Agreement or otherwise offer nextmv Software for use on a service bureau, outsourced, or value added basis; and

(g) Customer shall not use nextmv Software in any manner that will use, make, prepare derivative works of, or distribute, unauthorized copies of third party copyrighted material.

2.3. No Implied License.

Customer acknowledges and agrees that this Agreement in no way shall be construed to provide to Customer, or any third party, any express or implied license to use, copy or otherwise exploit the nextmv Software or any portion thereof, (including any intellectual property embodied therein) except as expressly set forth in Section 2.1.

3. UPGRADES

If nextmv in its sole discretion develops any upgrades or modifications to the nextmv Software, nextmv will supply to Customer, at no additional charge, any upgrades and modifications to the nextmv Software that nextmv makes generally available to other Customers having a similar subscription from nextmv. Any such upgrades and modifications shall be deemed to be part of the nextmv Software under this Agreement. Customer acknowledges and agrees that the nextmv Software to be provided by nextmv hereunder are limited to the most current Version of the Software at such time and any other Versions that were current during the preceding twelve (12) months.

4. RENEWAL

4.1. Renewal of Subscription Period.

Each Subscription Period shall automatically renew for an additional period of twelve (12) calendar months, unless the Customer delivers written notice to nextmv, at least ninety (90) days prior to the expiration of the then-current Subscription Period, of its intention not to renew the Subscription Period. nextmv reserves the right to change the Subscription Fee or applicable charges and to institute new charges and Subscription Fees at the end of the initial Subscription Period, as specified in the Order Form, or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).

5. FEES

5.1. Fees.

Within fourteen (14) days following the Acceptance Date, Customer shall pay to nextmv the portion of the Subscription Fee for the first month of the initial Subscription Period, as reflected on the Order Form. Customer agrees to promptly provide nextmv with written notice of an increase or decrease to the maximum number of Authorized Users. Customer agrees to promptly pay any applicable additional Subscription Fees with respect to such additional Authorized Users and execute an amended attachment to this Agreement. Additional Authorized Users added on or before the fifteenth (15) day of the month will be billable for that month. nextmv reserves the right to increase the amount of the Subscription Fee per Authorized User once each year and shall provide Customer notice of such increase at least one hundred twenty (120) days prior to the expiration of the then-current Subscription Period. If Customer does not provide notice of non-renewal of the Subscription Period as provided by Section 4.1, Customer shall be deemed to have accepted, and shall be responsible for full payment of, the increased Subscription Fee during the renewed Subscription Period.

5.2. Payment.

Following payment of the Subscription Fees for the first month of the initial Subscription Period, as reflected on the Order Form, nextmv shall invoice Customer in advance of the commencement of each subsequent month of the Subscription Period. Customer will pay each invoice in U.S. dollars within (30) days after issuance thereof. If payment is not made within thirty (30) days, a late fee shall accrue at the rate of the lesser of one and one half percent (1.5%) per month or the highest legal rate permitted by law. If any payment is not received within eighty- five (85) calendar days from the start of a quarter, nextmv reserves the right to terminate this Agreement, the Subscription Period, the License granted hereby and the obligation to provide nextmv Software.

5.3. Net of Taxes.

All amounts payable by Customer to nextmv hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know-how payments, customs, privilege, excise, sales, use, value-added and property taxes (collectively “Taxes”). Customer shall be solely responsible for payment of any Taxes, except for those taxes based on the income of nextmv. Customer will not withhold any Taxes from any amounts due to nextmv.

5.4. Audit.

Customer shall maintain complete and accurate records (as documented on the Order Form) to support and document: (a) use of the Software pursuant to this Agreement, and (b) amounts due under this Agreement, and shall retain such records for the term of this Agreement and twenty- four (24) months thereafter. Customer shall, upon written request of nextmv, no more than once annually and in a manner which does not disrupt the operations of Customer, allow nextmv or its designee at a mutually agreed-upon time to audit usage of Software by Customer and have access to Software to confirm compliance by Customer with this Agreement. If Customer’s use of the Software exceeds any applicable limits set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If any such audit identifies a shortfall in payment to nextmv by the Customer in excess of five percent (5%), then, without derogating or limiting any other remedy available to nextmv, Customer shall, in addition to payment of any amounts due hereunder, promptly reimburse nextmv for all reasonable expenses incurred in connection with such audit.

6. OWNERSHIP AND CONFIDENTIALITY

6.1. nextmv's Ownership Rights.

Except for the license granted hereunder, all rights, title and interests, including, but not limited to, all worldwide patent, copyright, trademark, trade secret and any other rights in and to the nextmv Software and nextmv’s Confidential Information are retained by nextmv and its licensors. Customer agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of nextmv or its licensors in and to such intellectual property rights.

6.2. Feedback.

Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Customer Feedback”) to nextmv with respect to the Software. nextmv shall consider and discuss with Customer all Customer Feedback, but shall have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Should nextmv determine that it wishes to so proceed, nextmv, upon its discretion, may elect to integrate the new enhancement, feature and/or functionality into its overall product planning process. The Parties agree that such Feedback shall be given voluntarily, and Customer acknowledges and agrees that nextmv shall own all right, title and interest in and to the Customer Feedback, all developments based upon such Customer Feedback and all intellectual property rights in and to the foregoing. Customer hereby assigns and does agree to assign to nextmv all right, title and interest it may have in and to the Customer Feedback and shall cooperate with nextmv as reasonably necessary in order to give full effect to such assignment.

6.3. Customer Ownership Rights.

Except for the rights granted hereunder, all rights, title and interests, including, but not limited to, all worldwide patent, copyright, trademark, trade secret and any other rights in and to the Customer Data and Customer’s Confidential Information are retained by Customer. nextmv agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of Customer in and to such intellectual property rights. Notwithstanding anything to the contrary (but subject to the confidentiality provisions of this Agreement) nextmv will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Software and related systems and technologies (including Customer Data and data derived therefrom). nextmv will be free (during and after the term hereof) to (i) use such information and data to improve and enhance its products and services and for other development, diagnostic and corrective purposes in connection with its products and services, and (ii) use and disclose such data solely in an aggregated or other anonymized form that does not identify an individual or any specific customer (“Anonymized Customer Data”) in connection with its business, including but not limited to nextmv’s offering of benchmarking services.”

7. REPRESENTATIONS, WARRANTIES AND EXCLUSIONS

7.1. Representations, Warranties and Covenants.

nextmv represents, warrants and covenants to Customer as follows:

(a) nextmv may perform its obligations and grant the rights set forth herein without the consent of any third party.

(b) nextmv shall provide the Software in a professional and workmanlike manner in accordance with applicable industry standards.

(c) The Software does not and shall not contain any computer viruses, software locks, “kill switches” or other drop dead devices. The Software does not contain any methods of gaining access to the Software such as master access keys, passwords or trap doors.

(d) The Software conforms to its documentation.

7.2. Third Party Data.

nextmv may, from time to time and at its sole discretion, include as part of the Software access to data provided by third parties (“Third Party Data”). nextmv makes no representations and disclaims all warranties with respect to the availability, accuracy or content of such Third Party Data. nextmv may discontinue access to Third Party Data at any time and at its sole discretion. Any reliance on such data for any purpose is done solely at Customer’s risk.

7.3. Exclusions.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEXTMV DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED W ARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Customer represents and acknowledges that nextmv does not warrant that the nextmv Software will operate at all times in an uninterrupted or error free fashion. Customer shall be solely responsible for, and nextmv shall have no obligation to honor any promises or warranties that Customer may provide to its customers or any third party with respect to the nextmv Software or any results provided to such parties as the result of the implementation or use of the nextmv Software.

8. INDEMNIFICATION

8.1. Infringement.

(a) Defense.

In the event of a claim against Customer of the infringement or misappropriation of a third party copyright, United States patent or trademark by reason of the use of the nextmv Software by Customer as permitted hereunder (except with respect to Third Party Data), nextmv shall, at its expense, defend such claim, and pay reasonable costs and expenses and finally awarded damages actually awarded in connection therewith, including the reasonable fees and expenses of the attorneys engaged by nextmv for such defense provided that (i) Customer shall promptly notify nextmv of such claim, (ii) nextmv shall have the sole and exclusive authority to defend and/or settle any such claim and (iii) Customer reasonably cooperates with nextmv in connection therewith.

(b) Actions in Response to Potential Infringement.

in Response to Potential Infringement.If the use of the nextmv Software by Customer has become, or in nextmv’s opinion is likely to become, the subject of any claim of infringement, nextmv may at its option and expense (i) procure for Customer the right to continue using and receiving the nextmv Software as set forth hereunder; (ii) replace or modify the nextmv Software to make it non- infringing so long as the nextmv Software has at least equivalent functionality; (iii) substitute an equivalent for the nextmv Software or (iv) if options (i)-(iii) are not reasonably practicable, terminate this Agreement.

(c) Limitation on Infringement Indemnification.

nextmv shall have no liability or obligation under Section 8.1(a) or Section 8.1(b) with respect to any claim if such claim is caused in whole or in part by (i) compliance with designs, guidelines, plans or specifications provided by Customer and not incorporated into the nextmv Software; (ii) use of the nextmv Software by Customer in a manner as described in Section 3.3; (iii) modification of the Software by any party other than nextmv without nextmv’s express consent; or (iv) the combination, operation or use of the Software with other applications, portions of applications, product(s) or services where the Software would not by itself be infringing. IN EACH CASE, INCLUDING COSTS, EXPENSES AND JUDGMENTS, INCLUDING COURT COSTS, REASONABLE ATTORNEYS FEES AND EXPERT FEES, ARISING OUT OF ANY OF THE CIRCUMSTANCES STATED IN SUBSECTIONS (I) - (IV) ABOVE THIS SECTION 8 STATES NEXTMV’S ENTIRE AND EXCLUSIVE LIABILITY AND OBLIGA TION, AND CUSTOMER’S EXCLUSIVE REMEDY (AT LAW OR IN EQUITY), WHETHER STATUTORY, CONTRACTUAL, EXPRESS, IMPLIED OR OTHERWISE, FOR ANY CLAIM OF ANY NATURE RELATED TO INFRINGEMENT OR MISAPPROPRIA TION OF INTELLECTUAL PROPERTY.

8.2. Indemnification by Customer.

Customer shall indemnify, defend and hold harmless nextmv against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) directly or indirectly brought against nextmv by any third party arising out of: (i) Customer’s products or services or (ii) Customer’s use of the nextmv Software in violation of the terms of this Agreement or in a manner not prescribed by nextmv. Customer shall have the sole and exclusive authority to defend any such claim or action, provided that: (A) nextmv shall promptly notify Customer of such claim or action, (B) Customer shall have the sole and exclusive authority to defend and/or settle any such claim or action (so long as such defense or settlement provides for a full and complete release of all claims against nextmv and does not admit any liability of nextmv, require the payment of money by nextmv or include an assent to a temporary or permanent agreement or order with respect to the use or operation of the the Software) and (C) nextmv will reasonably cooperate with Customer in connection therewith.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability.

The nextmv Software is not designed, manufactured or intended for use as a security device. Customer is responsible for determining all security requirements necessary and appropriate for Customer’s network and computer systems. In addition, the nextmv Software is not designed, manufactured or intended for use in any environment in which the failure of the nextmv Software could lead to death, personal injury, or severe physical or environmental damage, or any hazardous environment requiring fail-safe performance (“Ultrahazardous Activities”). nextmv and its suppliers specifically disclaim any express or implied warranty of fitness for Ultrahazardous Activities.

9.2. LIMITATIONS ON REMEDY.

EXCEPT FOR VIOLA TIONS OF SECTION 2.2, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HA VE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WITH THE EXCEPTION OF VIOLATIONS OF SECTIONS 2.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE PRICE NEXTMV CHARGES UNDER THIS AGREEMENT FOR THREE MONTHS SUBSCRIPTION FEES AS SET FORTH IN AN ATTACHMENT A T THE TIME OF ANY CLAIM. MONETARY DAMAGES, AS LIMITED BY THIS SECTION, WILL BE EACH PARTY’S SOLE AND EXCLUSIVE ALTERNATIVE REMEDY (AT LAW OR IN EQUITY) IN THE EVENT THAT ANY EXCLUSIVE REMEDY HEREUNDER IS FOUND TO FAIL ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION ALLOCA TE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

10. TERMINATION

10.1. Term.

The term of this Agreement shall commence on the Effective Date and continue during the Subscription Period and any renewal thereof or until an earlier termination as set forth herein.

10.2. Termination.

Upon termination of this Agreement, (except if Customer terminates this Agreement for a material breach by nextmv), Customer will pay nextmv all undisputed amounts previously billed to Customer by nextmv and all amounts allocable to any Software provided by nextmv as of the end of the 30 day notice period but not yet billed to Customer. In addition to any rights of a party to terminate this Agreement as specifically provided in any other section of this Agreement, each party may terminate this Agreement upon written notice in the event the other commits any material breach of this Agreement and either (a) fails to provide an acceptable remedy of such breach within thirty (30) days after written notice of such breach (or in the case of a material breach by Customer of Section 2.1 or 2.2, ten (10) days); or (b) such breach is irremediable. Either party may terminate this Agreement if the other ceases to carry on business as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of its assets.

10.3. Obligations on Termination.

Upon termination or expiration of the Subscription Period or other termination of this Agreement all licenses granted hereunder shall immediately terminate and the Parties shall return all Confidential Information, including without limitation, the Software, in its possession or control to the other Party. Upon termination or expiration of the Subscription Period, nextmv shall permit Customer to extract information input by Customer (which is not nextmv Confidential Information) in a manner reasonably acceptable to nextmv and Customer. Termination of this Agreement or expiration of the Subscription Period shall not relieve Customer from paying all fees accruing prior to termination. Sections 1, 2.2, 2.3, 5, 6, 7, 8, 9, 10.2, and 11 shall survive the termination or expiration of this Agreement or the Subscription Period for any reason whatsoever.

10.4. Force Majeure.

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) caused by any natural disaster (e.g., fire, flood, earthquake), terrorist act, war, government action, strike, equipment or facility shortage, equipment or facility relocation, or other cause beyond such party’s reasonable control, provided that the party experiencing the difficulty gives the other party prompt written notice, with full details following the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

11. GENERAL

11.1. Compliance with Laws.

Each party shall, at its own expense, be responsible for current and ongoing familiarity with, and shall at all times comply with all applicable laws, treaties, rules, regulations, orders and other requirements relating to this Agreement. Without limiting the generality of the foregoing, Customer shall not transfer, either directly or indirectly, the Software, either in whole or in part, to any destination subject to export restrictions under United States law, unless prior written authorization is obtained from the appropriate United States agency and shall otherwise comply with all other applicable import and export laws, rules and regulations.

11.2. Publicity.

Neither party shall make any public statements including, without limitation, press releases or public announcements regarding the nextmv Software or this Agreement without first obtaining written consent from the other party. Notwithstanding the foregoing, during the term of this Agreement nextmv may (a) issue press releases announcing and/or describing the relationship between nextmv and Customer; provided that nextmv gives Customer a reasonable opportunity to review and comment on the proposed disclosure prior to its public release; (b) use the Customer’s name and marks in any general listing of customers of nextmv, including on the nextmv website; (c) use Customer’s name in connection with proposals to third parties; and/or (d) otherwise refer to Customer in print or electronic form for marketing, reference and other business purposes.

11.3. No Assignment by Customer.

Customer may not assign this Agreement (or any of its rights hereunder), or delegate its obligations hereunder to any other party without the prior written consent of nextmv. For purposes of this section, assignments shall include assignments by operation of law, including without limitation, merger and acquisition.

11.4. Amendment; Waiver.

No amendment or modification to this Agreement, nor any waiver of any rights hereunder, shall be effective unless assented to in writing by both parties. The waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

11.5. Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.6. Relationship.

Nothing contained herein shall in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties. Neither Party will represent to the contrary, either expressly, implicitly or otherwise.

11.7. Unenforceability.

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the parties, such provision shall be deemed not to be a part of this Agreement.

11.8. Governing Law.

This Agreement shall be governed by the laws of the State of Delaware, USA, exclusive of its rules governing choice of law and conflict of laws. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of the Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts of the State of Delaware, and the parties to this Agreement hereby consent to the personal jurisdiction of these courts.

11.9. Notices.

Any notice required or permitted to be given hereunder shall be given in writing to the party at the address specified in this Agreement by personal delivery, certified mail, return receipt requested, or by overnight delivery. Any notices to nextmv in connection with this Agreement will be in writing and sent by first class US mail, confirmed facsimile or major overnight delivery courier service to the following address, or such other address as nextmv may be properly specified by written notice hereunder: nextmv.io, Inc., at 1835 Palethorp Street, Philadelphia, PA 19122, Attn: Carolyn Mooney.

11.10. Entire Agreement.

This Agreement comprises the entire agreement between Customer and nextmv with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by nextmv, its agents or employees shall create a warranty or in any way increase the scope of the warranties in this Agreement.

11.11. Titles.

All article and section titles herein are provided for general information and reference only. Thus, the subject matter in each section herein shall not be construed by reference to the title nor shall the scope of section be limited in any manner based on the title of that section.

11.12. Order Form.

Any Order Form that is properly executed by authorized representatives of the parties, including without limitation the Order Form, is hereby incorporated herein by reference. In the event of any conflict between this Agreement and any Order Form, the following order of precedence shall apply: (i) this Agreement, and (ii) Order Forms (in chronological order, with the newest taking precedence).

End of the Agreement.

  • 1. Definitions
  • 2. Nextmv Software License
  • 3. Upgrades
  • 4. Renewal
  • 5. Fees
  • 6. Ownership and Confidentiality
  • 7. Representations, Warranties and Exclusions
  • 8. Indemnification
  • 9. Limitation of Liability
  • 10. Termination
  • 11. General