This Subscription Agreement (the “Agreement”) is entered into as of the date first set forth (the “Effective Date”) on the Order Form completed in connection herewith (the “Order Form”) by and between Consolve Solutions, Inc., a Delaware corporation (“Consolve”), and person or entity set forth on the Order Form as Client (the “Client”).

RECITALS

WHEREAS, Consolve is the developer and owner of the Software and Services (each as defined below) and related materials, and Client desires to obtain a license to such software and materials and to receive the Services.

AGREEMENT

NOW THEREFORE, in consideration of the above premises and the mutual promises set forth below and subject to the terms and conditions hereof, the parties hereto agree as follows:

CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings:

SERVICES. The term “Services” shall mean the support services provided as part of Consolve’s standard Third-Party Software integration, maintenance and support program as described on the Order Form.

SOFTWARE. The term “Software” refers to (i) software owned and/or developed by Consolve and made available to Client in connection with the Services and Client’s use of the Third-Party Software, (ii) any Add-ons as described the Order Form (the “Add-ons”), and (iii) any Consolve delivered updates, upgrades, enhancements, or modifications to the Software. For the avoidance of doubt, the definition of “Software” shall include Software accessed through a Client account or any sub-account created, directed and/or affiliated with Client’s account (a “Sub-Account”).

Licensed deliverables. The term “Licensed Deliverables” shall mean any and all of the Software, the Licensed Materials, the Information and/or the “Data Formats”.

LICENSED MATERIALS. The term “Licensed Materials” refers to any and all materials including documentation and support material in hard copy and electronic format (if available) designed to assist Client in the understanding, application, capability, maintenance, or use of the Licensed Deliverables or the Third-Party Software, which are delivered to Client by Consolve pursuant to and/or during the term of this Agreement, and any updates or modifications thereof (but not including any such materials provided directly through or by the Third-Party Software).

DATA FORMATS. The term “Data Formats” refers to any Consolve proprietary data formats, formats for data delivered pursuant to any Add-ons, and any Consolve delivered updates, upgrades, enhancements or modifications to Data Formats.

INFORMATION. The term “Information” refers to information resulting from the use of any or all of the Licensed Deliverables.

THIRD-PARTY SOFTWARE. The term “Third-Party Software” refers to the HighLevel, Inc. standard customer software platform and any updates, upgrades, enhancements, or modifications to such software as provided by HighLevel, Inc.

AFFILIATED ENTITY. The term “Affiliated Entity” means an entity that is owned and fully controlled by Client, that owns or fully controls Client or an entity that is under common ownership and control with Client.

LICENSE GRANT and THIRD-PARTY SOFTWARE. Consolve hereby grants, and Client hereby accepts, subject to the terms and conditions of this Agreement, a limited, non-exclusive, non-sublicensable, non-transferable, license to use the Licensed Deliverables as set forth herein (the “License”) and as set forth on or limited by the Order Form. Client acknowledges and agrees that the Third-Party Software is not owned, controlled or maintained by Consolve. Client hereby agrees on behalf of itself, its owners, directors, managers and employees, that it has reviewed and agrees to and will comply with (throughout the Term) the terms of service of the Third-Party Software (including any related, referenced or linked agreements) as available and updated from time to time at: www.gohighlevel.com/terms-of-service. Client agrees and acknowledges that Consolve is not a representative, agent, contractor or employee of the providers of the Third-Party Software and that Consolve has no authority to act on such party’s behalf. Client agrees that any breach by Client of the terms of service or any agreement with the provider of the Third-Party Software shall be a material breach of this Agreement.

COPYRIGHT and TITLE. The Licensed Deliverables and any copy thereof, in whole or in part, and all copyrights, trade secrets and other proprietary rights therein are and will remain the sole property of Consolve, regardless of the use made by Client of the same and in any format and are protected by certain United States and international copyright laws and trademark laws. The License confers no title of ownership in the Licensed Deliverables and is not a sale of any rights in the Licensed Deliverables. Client shall treat the Licensed Deliverables with at least the same standard of care as it treats any other material copyrighted and/or trademarked by a third party, in no case less than a reasonable standard of care. In the event that Client provides, directly or indirectly, ideas, samples, feedback, know-how or suggestions (“Feedback”) as relating to the use of the Licensed Deliverables, such Feedback may be incorporated into the Licensed Deliverables, and Client does hereby assign any and all intellectual property rights with respect thereto to Consolve.

WARRANTY and INDEMNITY. Consolve represents and warrants to Client that Consolve has the right and authority to enter into this Agreement and to grant to Client the rights and license set forth herein and to perform all other obligations of this Agreement. Consolve shall defend, indemnify and hold harmless Client, its parent company and their respective affiliates, directors, officers, employees, agents and representatives from and against any losses, damages, liabilities, expenses (including reasonable attorneys’ fees), judgments and claims on the basis that Client’s authorized use of the Software violates or infringes any U.S. patent that has issued as of the Effective Date, copyright, trademark, or trade secret; provided that (a) Client gives Consolve prompt written notice of the claim; (b) Consolve has full and complete control over the defense and settlement of the claim; (c) Client provides assistance in connection with the defense and settlement of the claim as Consolve may reasonably request; and (d) Client complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials). Consolve shall have the right to settle the claims of any claimant(s) in its sole and absolute discretion. Consolve will have no obligation under this Section 4 for any infringement to the extent that it arises out of or is based upon: (i) any unauthorized combination, operation, or use of the Software if such infringement would have been avoided but for such combination, operation, or use; (ii) designs, requirements, or specifications for the Software required by or provided by Client, if the alleged infringement would not have occurred but for such designs, requirements, or specifications; (iii) use of the Software outside of the scope of the License;  (iv) Client’s failure to use the latest release of the Software or to comply with instructions provided by Consolve, if the alleged infringement would not have occurred but for such failure; (v) any modification of the Software not made by Consolve where such infringement would not have occurred absent such modification; or (vi) any use of the Third-Party Software. Client will reimburse Consolve for any costs or damages that result from these actions. This Section 4 states Consolve’ sole and exclusive liability, and Client’s sole and exclusive remedy, for the actual or alleged infringement of any third-party intellectual property right by the Software.

USE OF INFORMATION. Information is for Client's use for its own internal business purposes, except with respect to any exceptions set forth on the Order Form. Use of Information is subject to the terms of use set forth in Sections 11 and 12 below, and the restrictions set forth in this Section will survive the termination of this Agreement. To the extent Client uses the Licensed Deliverables to produce Information, Consolve hereby waives any claims of ownership to such Information, subject to the use restrictions placed on the Information set forth in Sections 11 and 12 of this Agreement.

TERM, FEE AND PAYMENT. The License granted by this Agreement shall be for an initial term as set forth on the Order Form hereto which shall begin as of the Effective Date. In consideration of the License rights granted above, Client shall pay the Fees set forth on the Order Form, due as set forth thereon. At the end of the initial term and each renewal term (if any), the License shall automatically renew for subsequent one-year terms (unless a shorter renewal term is indicated on the Order Form), unless terminated in accordance with Section 13 below. The fees for a subsequent term shall be at the then current term price unless Consolve notifies Client of a price change at least 30 days before the end of the then-current term. All amounts payable hereunder by Client shall be payable in United States funds. The Client agrees to pay any and all fees, assessments, and taxes associated with the amounts due under this Agreement. A finance charge shall be imposed on all account balances outstanding over 30 days. The finance charge is 1½% per month or the highest rate allowed under applicable law, whichever is lower. During the term of this Agreement and for three years thereafter, Client will keep current, complete, and accurate records regarding the reproduction, installation, and use of the Software. Client will provide such information to Consolve and certify that it has paid all fees required under this Agreement within 15 business days of any written request. Client will, after reasonable prior notice from Consolve, provide Consolve and its representatives reasonable access to Client’s premises, records, and personnel so that Consolve may audit and confirm that Client complies with this Agreement. If an audit reveals any reproduction, installation, use, or distribution of the Software or any Licensed Deliverables that is not compliant with this Agreement, Client will promptly comply with this Agreement and make an additional payment as contemplated by this Agreement, plus interest at the rate specified in this Section 6. If, but only if, the amount of the underpayment is 5% or greater, Client will promptly reimburse Consolve for its reasonable costs of conducting such audit.

ASSIGNMENT. Client shall not assign or otherwise transfer the License granted hereby or the rights granted hereunder without the prior written consent of Consolve. A request by Client to assign or otherwise transfer the License granted hereby must be in writing and Consolve shall have absolute, complete and unqualified discretion in granting or denying such request. Any attempt to assign or otherwise transfer any of the rights, duties or obligations hereunder without compliance with this Section is and shall be void ab initio. Consolve shall be permitted to assign this Agreement to any successor to all or substantially all of the assets of Consolve, whether by merger, acquisition, asset sale, exclusive license, stock sale or otherwise.

PERMISSION TO COPY Licensed Deliverables. Client may copy the Licensed Deliverables only as reasonably necessary to support a use authorized under this License. Client shall maintain and place on any copy of the Licensed Deliverables which it reproduces any notice(s) and/or legend(s) embedded in and/or affixed to the Licensed Deliverables. Client shall reproduce and include the copyright notice on any copy. All copies of the Licensed Deliverables, whether provided by Consolve or made by Client as permitted by this Agreement, shall remain the property of Consolve. All other copying is prohibited.

UPDATES AND SERVICES. Consolve will, in its discretion, provide updates to the Software and Licensed Deliverables. Said updates shall be provided without additional charge. Subject to the terms of the Order Form, Consolve will provide Client with the Services as long as Client is not in default of any material terms of this Agreement. Consolve shall have no liability for the performance of Services if such performance is delayed or obstructed by Client or failure of Client to promptly communicate with Consolve. The Services includes support only by phone, email, or electronic access rather than any in person Services.

TRADE SECRETS. The Licensed Deliverables are trade secrets of Consolve and contain valuable proprietary products and trade secrets of Consolve, embodying substantial creative efforts and confidential information, ideas, and expressions. Client shall take appropriate action to protect the confidentiality of the Licensed Deliverables. Client shall not modify, translate, disassemble, create derivative works based on, reverse-assemble, reverse-compile or otherwise reverse-engineer the Licensed Deliverables in whole or in part. The provisions of this section shall survive the termination of this Agreement.

CONFIDENTIALITY. All information that either party receives from the other that is marked “confidential” by the disclosing party (hereinafter the “Disclosing Party”) or that would reasonably be considered confidential by a party experienced in the industry (hereinafter “Confidential Information”) shall be kept confidential, and each party agrees to treat (and take precautions to ensure that its employees treat) the Confidential Information as confidential in accordance with the confidentiality requirements and conditions set forth below.

Each party agrees, during the term hereof and for a period of five years thereafter, to keep confidential all Confidential Information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof with at least the same standard of care with which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable standard of care in the protection of Confidential Information); provided, however, that neither party shall have any such obligation with respect to the use or disclosure to third parties of such Confidential Information as can be established to: (a) have been known publicly; (b) have been known generally in the industry on a non-confidential basis before communication by the Disclosing Party to the recipient (hereinafter the “Recipient”); (c) have become known publicly; (d) have been known otherwise by the Recipient before communication by the Disclosing Party; (e) have been received by the Recipient without any obligation of confidentiality from a source (other than the Disclosing Party) lawfully having possession of such information.

Except as prohibited by applicable law or legal process or to the extent part of an examination by a regulatory or self-regulatory body, if the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, regulatory processes (including those of self-regulatory organizations), or similar process) in connection with any proceeding to disclose or otherwise becomes legally compelled to disclose any Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice and, if requested by the Disclosing Party after receipt of such notice, the Recipient shall provide Disclosing Party with reasonable assistance (subject to reimbursement by the Disclosing Party of all reasonable and out-of-pocket expenses incurred by the Recipient in providing such assistance) so as to enable the Disclosing Party to seek a protective order or other appropriate remedy or waive compliance with this Agreement. To the extent this Agreement applies, if such a protective order or other remedy is not obtained or if the Disclosing Party waives compliance with this Agreement, the Recipient may disclose Confidential Information, but only such Confidential Information as it is legally required to disclose in the reasonable opinion of counsel to the Recipient, and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information disclosed. Client’s obligations under this paragraph will survive the termination of this Agreement or of any License granted under this Agreement for whatever reason.

OTHER RESTRICTIONS. Client may not rent, loan, license, sublicense, market, or sell the Licensed Deliverables and/or Information or copies thereof, in whole or in part, to any party, except as may be specifically provided on the Order Form. During the term of this Agreement, in no event may Client engage (directly or indirectly through any competitor to Consolve) in the business of selling, distributing, referring or otherwise marketing the Third-Party Software to any person or entity except any Affiliated Entity or pursuant to an agreement with Consolve. Client hereby agrees (i) to notify its employees and agents who may have access to the Licensed Deliverables or Information of the restrictions contained in this Agreement and (ii) to ensure their compliance with such restrictions.

TERMINATION. Except as expressly set forth on the Order Form, if Client provides a written notice to terminate to Consolve at least 15 days prior to the end of the initial or subsequent terms set forth in Section 6 and ceases use of the Licensed Deliverables on or prior to the end of the then current term, the License granted herein shall terminate at the end of that term. Consolve may terminate this Agreement, or any License granted under it, (i) at any time by giving Client written notice of termination if Client commits a material breach hereof, (ii) at any time if the provider of the Third-Party Services changes its terms and conditions in a manner deemed by Consolve, in its good faith discretion, to be detrimental to Consolve’s business, or (iii) upon 15 days prior written notice. Upon any termination of this Agreement, Client shall cease all use of the Licensed Deliverables, destroy or return to Consolve all copies of the Licensed Deliverables then in Client's possession and take such other actions as Consolve may reasonably request in writing to ensure that no copy of the Licensed Deliverables remain in Client's possession. If Client terminates this Agreement with or without cause, there shall be no refund of the fees paid or due to be paid hereunder. Consolve shall have no obligation to store any Information or data of Client following termination of this Agreement or to provide any transition services to Client.

COMPLIANCE WITH LAWS. Client will comply with all applicable export and import control laws and regulations in its use of the Information and Licensed Deliverables and, in particular, Client will not export or re-export the Information or Licensed Deliverables without Consolve’ prior written consent, and, if such consent is granted, without Client first obtaining all required United States and foreign government licenses. Client shall obtain at its expense all necessary licenses, permits and regulatory approvals required by any and all governmental authorities as may from time to time be required in connection with its activities related to this Agreement. Client represents and (i) warrants that any data or information provided in connection with the Services or the Licensed Deliverables are owned or duly licensed to Client, and (ii) that all activities and purposes of Client in connection herewith shall be in compliance with all legal and regulatory requirements. To the extent permitted by applicable law, Client will defend, indemnify, and hold harmless Consolve from and against any violation of such laws or regulations by Client or any of its agents, officers, directors, or employees.

DISCLAIMER OF WARRANTY. Except as expressly set forth in this Agreement, THE LICENSED DELIVERABLES AND INFORMATION DERIVED THEREFROM ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STatutory, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE LICENSED MATERIALS AND TO THE ACCURACY AND USE OF THE INFORMATION. WITHOUT LIMITING THE FOREGOING, Consolve DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE LICENSED Deliverables SHALL BE UNINTERRUPTED OR ERROR-FREE. Because some states may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Client. Any warranties made in this Agreement are for the benefit of Client only.

LIMITATION ON LIABILITY. In no event will Consolve, its suppliers, shareholders, officers, employees or agents be liable for any lost profits, indirect, incidental, special, punitive or consequential damages, including damages due to loss of data or goodwill, arising out of this Agreement or the use of or reliance upon the Licensed Deliverables or Information, even if Consolve has been advised of the possibility of such damages. In no event shall Consolve be liable for procurement costs of substitute products or services or any unauthorized use or misuse of any Licensed Deliverables or Information, except in the case of Consolve’ gross negligence with respect to such use or misuse. Client assumes responsibility for the installation, use and results obtained from the Licensed Deliverables. UNDER NO CIRCUMSTANCES WILL Consolve’ TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO Consolve DURING THE IMMEDIATELY PRECEDING TWELVE MONTH PERIOD (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). The parties agree that this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. Because some states may not allow the exclusion or limitation of consequential or incidental damages, such limitations may not apply to Client.

GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of Utah.

REMEDIES. Client agrees that the obligations of Client provided herein are necessary and reasonable in order to protect Consolve and its business interests, and Client expressly agrees that monetary damages alone may be inadequate to compensate Consolve for any breach by Client of its covenants and agreements set forth herein. Accordingly, Client acknowledges that the unauthorized use, transfer, or disclosure of the Licensed Deliverables or Information, or copies thereof will (a) substantially diminish the value to Consolve of the proprietary interest that are the subject of this Agreement; (b) render Consolve’ remedy at law for such unauthorized use, disclosure or transfer inadequate; and (c) cause irreparable injury in a short period of time. If Client breaches any of its obligations with respect to the use the Licensed Deliverables or Information, Consolve shall be entitled to equitable relief to protect its interest therein, including but not limited to, preliminary and permanent injunctive relief. For such purposes, the parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts found within the State of Utah, and they do agree that venue shall be proper in the County of Salt Lake in the State of Utah. In addition to any other remedies that may be available, in law, in equity or otherwise, Consolve shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Client, without the necessity of proving actual damages.

ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, including, without limitation, the making, performance, or interpretation of this Agreement, shall be settled by arbitration in Salt Lake County, Utah, except any action for injunctive relief that may be brought pursuant to the terms of Section 18. Unless otherwise agreed, the arbitration shall be conducted in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held before three arbitrators, one arbitrator chosen by each of the parties and the third arbitrator chosen by the two arbitrators. Each of the arbitrators shall be chosen from a panel of attorneys knowledgeable in the field of business law in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The parties agree that the arbitrators shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty) or any other damages inconsistent with the terms and provisions of this Agreement. The parties agree that all facts and other information relating to any arbitration arising under this Agreement shall be kept confidential to the fullest extent permitted by law. Any ruling rendered by the arbitrators shall be final and non-appealable and shall be enforceable in any court of competent jurisdiction.

ATTORNEY FEES. In case of arbitration or action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.

ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Order Form together are a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties' final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, promises and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.

NON-WAIVER. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.

NO THIRD-PARTY BENEFICIARIES; SUB-ACCOUNT RESPONSIBILITY. Nothing herein, express or implied, is intended to confer on any person, other than the parties to this Agreement, any right or remedy of any nature whatsoever. Client hereby agrees that if Client provides access to Software to any other party through a Sub-Account that (i) it has full authority and right to enter into this Agreement on behalf of such party, and (ii) that Client shall remain fully responsible for observance of all of the obligations set forth herein with respect to such party.

SEVERABILITY; BINDING EFFECT. If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be in any way impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and, to the extent permitted by Section 7, assigns.

FORCE MAJEURE. Consolve will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Consolve’ reasonable control, so long as Consolve uses all commercially reasonable efforts to avoid or remove such causes of non-performance.

Notices. All notices, consents, and other communications permitted or required to be given hereunder (herein referred to as a “Notice”) shall be in writing and addressed to the physical and email addresses set forth on the Order Form. Any party may change its address or fax number for notification purposes by giving the other party Notice of the new address or fax number and the date upon which it will become effective in accordance with the terms of this Section.  A Notice shall be deemed to have been received as of the next business day in the jurisdiction of its receipt following its transmission by fax.

Invoices. Any invoices to Client hereunder (herein referred to as an “Invoice”) shall be in writing sent as set forth in Section 26. If sent via facsimile or other electronic transmission, the Invoice shall be deemed to have been received as of the next business day in the jurisdiction of its receipt following its transmission by such transmission.

INDEPENDENT CONTRACTOR. Consolve is at all times acting and performing as an independent contractor pursuant to this Agreement. No work, act, commission, or omission by or of either party, or such party's employees or agents, pursuant to the terms and conditions of this Agreement shall be construed to make or render either party (including its employees or agents), the employees or agents of or joint venturer with the other. Consolve shall not be liable for the acts of its independent contractors.

NONSOLICITATION. Unless agreed by the parties in writing, during the term of this Agreement and for a period one (1) year thereafter (“The Non-Solicitation Period”), the Client shall not: (a) directly or indirectly induce or attempt to induce any employee to leave the employ of Consolve, or in any way interfere with the relationship between Consolve and any of its employees, or (b) hire any Consolve employees and/or any individual that was employed by Consolve in the one year period immediately preceding the Effective Date.