Standard Terms

Effective Date: June 19, 2025

CAREFULLY READ THESE STANDARD TERMS. BY EXECUTING OR ACKNOWLEDGING RECEIPT OF THESE STANDARD TERMS, CLICKING "ACCEPT" OR "AGREE" (OR SIMILAR LANGUAGE) TO THE STANDARD TERMS WHEN MADE AVAILABLE TO YOU, OR ACCESSING AND USING THE HOVN SERVICES, YOU AGREE TO BE BOUND BY THESE STANDARD TERMS AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE STANDARD TERMS ON BEHALF OF YOUR COMPANY OR OTHER ORGANIZATION RECEIVING THE HOVN SERVICES. IF YOU DO NOT AGREE TO THESE STANDARD TERMS, DO NOT ACCEPT, AGREE TO, ACCESS, OR OTHERWISE USE THE HOVN SERVICES.

These Standard Terms govern your access to and use of www.hovn.app and your use of the Hovn Services. These Standard Terms are by and between Hovn, LLC ("Hovn"), and your organization or other legal entity ("you" or "your") on whose behalf you are entering these Standard Terms. Hovn and you may be referred to herein collectively as the "Parties" or individually as a "Party."

1. Definitions

Terms not otherwise defined herein shall have the following meanings:

"Access Credentials" means the user identification name and password and/or other access keys or controls for the Services.

"Affiliates" means any current or future company that controls, is controlled by, or is under common control with a Party or any Party's parent company, where ownership and control means the right to direct the affairs of the company by means of voting control.

"Authorized Users" means individuals authorized by you to use the Services solely on your behalf, which may include, employees, and contractors but no other third parties without Hovn's prior written consent. For the avoidance of doubt, Authorized Users do not include end users of the Hovn Services.

"Authorized Recipients" are a party's and its affiliates' officers, employees, agents, and consultants who require access to the Confidential Information for the purpose set forth in these Standard Terms and who are bound by confidentiality obligations at least as stringent as those set forth herein.

"Confidential Information" refers to any proprietary information, software, personal information, data or know-how of the Discloser that is disclosed under these Standard Terms which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. The Services and Documentation shall be Hovn's Confidential Information and Your Data shall be your Confidential Information. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Standard Terms by Recipient; (iii) has rightfully been received by Recipient from a third party without any breach of these Standard Terms; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser's Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order. Confidential Information does not include Personal Data, the confidentiality and privacy of which is governed by the Data Processing Addendum.

"Documentation" means user manuals, online help files, technical manuals, and other materials published by Hovn which describe the Services and its uses, features, specifications, and/or technical requirements.

"Go-Live Date" means the first date that Hovn makes the Services available to you, regardless of whether the Services are actually accessed by you on that date.

"Hovn Services" means the Services and Professional Services, but does not include Third Party Products.

"Order" means the Hovn Services that you subscribe to or purchase from Hovn via a quote/ordering document, whether pursuant to one or more online ordering screens or other form of ordering document, which identifies the specific Services ordered by you including, as applicable, the subscription term and/or volume, pricing, and other applicable terms and conditions.

"Professional Services" means implementation, configuration, integration, training, advisory, and other professional services related to the Services that are specified in an Order or statement of work.

"Services" means the software-as-a-service platform that provides you with tools to manage your healthcare training business, which is provided to you pursuant to an Order and these Standard Terms.

"Usage Data" means data and information related to your use of the Hovn Services that is used by Hovn and/or its Affiliates in a de-identified manner for its business purposes, such as to compile statistical and performance information related to the provision and operation of the Services, improving the Hovn Services, and developing other products and technologies.

"Your Data" means any information, data, or content transmitted to the Hovn Services by you or your Authorized Users, but does not include Usage Data.

2. Right to Access and Use of Services

Hovn hereby grants to you and your Authorized Users, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services for your internal business (and not for resale), subject to the terms of your Order and these Standard Terms. All rights not expressly granted to you are reserved to Hovn.

3. Usage Restrictions

In addition to any other limitations set forth in these Standard Terms and any Order, you agree not to (i) copy, download, modify or translate any part of the Services in any manner not authorized by these Standard Terms; (ii) reverse engineer, decompile, or disassemble any part of the Services, or otherwise attempt to discover the underlying source code of the Services; (iii) tamper with, bypass or alter the security features of the Services or any of the hosted infrastructure, (iv) resell, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services to any person or entity other than your Authorized Users; (v) use the Services in any manner that violates applicable law, regulation, or rule, including but not limited to using the Services for any illegal, obscene or threatening purpose; and (vi) use the Services or its contents for purposes of competitive analysis, the development of a competing product or service, or any purpose that is detrimental to Hovn.

4. Your Obligations; Your Data

4.1 Your Obligations

Only Authorized Users may use the Services, and solely for your internal business purposes. All use of the Services by your Authorized Users must comply with these Standard Terms. Your Authorized Users will be granted access to the Services through individual usernames and passwords. You will ensure that each Authorized User uses a unique username and password and that such usernames and passwords are not shared. You shall promptly notify Hovn if any Authorized User's username or password has been or is suspected of being lost, stolen or compromised. You shall implement appropriate security measures to safeguard your Access Credentials, if any, and you are solely responsible for any and all activity that occurs in connection with your Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the Services.

4.2 Your Data

These Standard Terms govern Hovn's collection and usage of Your Data. You acknowledge and agree that Hovn may use Your Data to provide the Services to you and as otherwise set forth in these Standard Terms. By submitting or transmitting Your Data to the Services, you represent and warrant that you are the owner of, and have all necessary right and permissions in the Your Data to permit Hovn to use the same in accordance with these Standard Terms without violating the rights of any third party. For clarity, if you send or authorize Hovn to contact or send an invitation to a third-party to join or use the Services, you are expressly representing that the third-party has requested to join the Services or to receive the information and that any communication extending the invitation was sent in accordance with applicable law.

5. Ancillary Services

5.1 Free Services

Hovn may make Hovn Services available to you specifying that the Hovn Services are provided free of charge, on a trial basis, and/or to be used at your own risk ("Free Services"). Notwithstanding any other provision of these Standard Terms, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under these Standard Terms, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) Hovn may terminate the use of a Free Services at any time, unless otherwise specified in writing, and Hovn will not be liable for such termination; and (iv) data, information, and content submitted to a Free Services may be permanently lost, and Hovn will not be liable for such loss.

5.2 Professional Services

Hovn may agree to provide you Professional Services, subject to these Standard Terms.

5.3 Additional Terms

Additional terms and conditions (the "Additional Terms") may apply to specific products, services or features made available by Hovn on or through the Services. The Additional Terms (as applicable) are hereby incorporated by this reference into these Standard Terms. In the event of a conflict between any Additional Terms and these Standard Terms, the Additional Terms shall prevail.

6. Fees; Payment; Renewals; Payment Processing

6.1 Fees and Payment

Unless otherwise agreed in an Order, Hovn will charge you fees for the subscription-based Services in advance of providing the Services. Hovn will charge you for Professional Services, if any, on a time and materials basis monthly in arrears unless otherwise set forth in the applicable Order. To the extent the subscription-based Services or any portion thereof is made available for any fee, you will be required to select a payment plan in your Order and provide Hovn information regarding your credit card or other payment instrument. If your Services are priced based on volume, you will be solely responsible for selecting a subscription package based upon your anticipated needs, and any ancillary features you wish to obtain. Certain Services pricing may include additional charges for any volume that exceeds a maximum established between the parties, in which event you shall be charged for such additional volume. Hovn shall not be liable for any inaccurate forecasting or Services package selection made by you. You represent and warrant to Hovn that your payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Hovn the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Standard Terms. You hereby authorize Hovn to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) and these Standard Terms, and you further agree to pay any charges so incurred. If you dispute any charges, you must provide written notice to Hovn within fourteen (14) days after the date that Hovn charges you. In the event your Order permits a payment method that is not automatic, you agree that payments are due within fifteen (15) days of receipt of the applicable invoice. Hovn may suspend the Services or terminate these Standard Terms for non-payment by you as set forth in Section 7.3. You will pay a late fee equal to one-and-one-half percent (1.5%) per month or the maximum amount allowed by law, if less, on all past due amounts. You are also liable for all costs of collection incurred by Hovn for past due sums, including without limitation, collection agency fees, reasonable attorneys' fees, and court costs.

6.2 Recurring Subscriptions; Price Changes

Unless otherwise agreed in an Order From, all subscription-based Services automatically renew according to the then-current subscription plan unless you provide written notice of termination at least thirty (30) days prior to your renewal date to Hovn by emailing support@hovn.app. You authorize Hovn to maintain your account information and charge that account automatically upon the renewal of the Services you choose with no further action required by you. Hovn reserves the right to change pricing for the Services upon renewal. If you disagree with the change in price for the Services, then you may terminate such Services by providing Hovn written notice prior to the change in price becoming effective. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. In the event that Hovn is unable to charge your account as authorized by you when you enrolled in the Services, or your payment is not received by the payment due date, Hovn, may, in its sole discretion: (i) bill you for the Services and suspend your access to the Services until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.

6.3 No Refunds

Unless otherwise agreed in an Order, fees are nonrefundable and there are no credits for partially used volumes or periods.

6.4 Taxes and Other Charges

All amounts payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify Hovn from any liability thereon. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing Hovn with legally sufficient tax exemption certificates for each taxing jurisdiction. If any deduction or withholding is required by law, you will notify Hovn and will pay Hovn any additional amounts necessary to ensure that the net amount of payment that Hovn receives, after any deduction and withholding, equals the amount of payment Hovn would have received if no deduction or withholding had been required. Additionally, you will provide Hovn with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. In no event shall you be responsible for any state or federal income tax incurred by Hovn, due to our relationship with you.

6.5 Payment Processing

Hovn offers the ability to process payments through the Services ("Payment Services"). Payment Processing Services are provided by our third party payment processing partners as Third Party Products (as defined in Section 13) and any procurement by you or your Affiliates will be subject to a separate merchant agreement which will be solely between you (or your Affiliate) and the applicable third party processor. If you use Payment Services you agree that you and your Affiliates will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using such Payment Services. In addition to any fees collected by the applicable third party payment processor, Hovn may charge you an administrative fee, which will be calculated and charged on the sales price as described in your applicable order (the "Administrative Fee") and deduct it from the processed payments prior to transferring fees resulting from the transaction amount to you for payout. The Administrative Fee, if any, will be listed on your Order Form. If an Administrative Fee is added during the Term, Hovn will provide written notice to you before any such Administrative Fee is implemented and you may discontinue your use of the Payment Services if you do not agree to such Administrative Fee. If the applicable third-party payment party processing partner does not offer a way for Hovn to automatically deduct Administrative Fees prior to payout, then Hovn will bill you each month for the sum of Administrative Fees due on transactions not automatically deducted during the previous month. Administrative Fees are exclusive of all taxes required by any applicable governmental tax authority to be charged, and Hovn is entitled to the Administrative Fee without reduction for any taxes or government levies, including any taxes described under Section 6.4. To the extent Hovn is responsible for discharging taxes arising from Administrative Fees per applicable law, Hovn may pay such taxes, and you are responsible for reimbursing Hovn. You are responsible for compliance with any all laws and regulations, including without limitation, tax requirements, for the revenue and payments that you receive, and agree to indemnify, defend, and hold Hovn harmless for any breach or alleged breach of thereof.

7. Term & Termination; Suspension

7.1 Term

Unless otherwise specified in the Order, the Initial Term of your subscription will begin on the Effective Date and continue from the Go-Live Date for the time period identified on the Order, and thereafter shall automatically renew for the same time period and/or volume as your prior Order unless either party provides written notice of its intention not to renew to the other party at least thirty (30) days prior to expiration of the then-current term (each a "Renewal Term", and collectively together with the Initial Term, the "Term").

7.2 Termination

These Standard Terms and/or any Order may be terminated immediately by either party if the other party (i) materially breaches these Standard Terms and/or any Order and fails to cure such breach within 30 days after receiving written notification of such material breach from the non-breaching party; or (ii) becomes insolvent, files a voluntary petition in bankruptcy, is adjudicated bankrupt, has a receiver appointed for the operation of its business, makes an assignment for the benefit of creditors, abandons its business or makes a material liquidation of its assets.

7.3 Termination or Suspension by Hovn

Hovn may, at its option, terminate these Standard Terms for cause or suspend the Services if: (i) Hovn reasonably believes that the Services are being used in violation of law, regulation, rule, or the terms of these Standard Terms; (ii) your use of the Services interferes with the normal operations of the Services or other customer's use of the same; (iii) there is an attack on the Services or your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which Hovn reasonably believes suspension of the Services is necessary to protect the Hovn network or Hovn's other customers; (iv) your payment of any invoiced amount is overdue and you fail to pay the overdue amount within ten (10) days of Hovn's written notice; (v) you breach any obligation relating to Hovn's (or its suppliers') intellectual property rights; or (vi) you materially fail to comply with any other provision of these Standard Terms and do not remedy that failure within fifteen (15) days of Hovn's notice to you describing the failure in reasonable detail. Hovn will endeavor to give you advance notice of pending suspension or termination, unless Hovn determines, in Hovn's reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect Hovn, its customers, or others.

7.4 Effect of Termination

Upon termination of these Standard Terms: (i) you will cease using the Services; and (ii) each party shall return or destroy all Confidential Information in accordance with Section 8. Termination will not relieve a party from any accrued payment obligations. Hovn will not be liable to you for any claims or damages of any kind arising out of termination of these Standard Terms or suspension of Services in accordance with this Section 7. This Section 7.4 and Sections 1, 8, 9, 10, 11, 12, and the applicable portions of Section 16 survive any termination or expiration of these Standard Terms.

8. Confidentiality

8.1 Mutual Obligations

Each party, as a recipient ("Recipient"), agrees to use the disclosing party's ("Discloser") Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Standard Terms. Recipient will not disclose Discloser's Confidential Information to any third party other than its Authorized Recipients. Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature. A Recipient may disclose Confidential Information when compelled to do so by law, provided that Recipient shall give the Discloser prior written notice and an opportunity to limit or prevent such compelled disclosure if permitted by law. Each party may also transfer Confidential Information to an acquiring third party as part a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of its assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding. The obligations set forth in this Section 8 shall survive until three (3) years from the termination or expiration of these Standard Terms except with regard to trade secret information which shall be protected for the statutory period.

8.2 Upon Termination

Except as otherwise set forth in these Standard Terms each party shall use commercially reasonable efforts to return to destroy all Confidential Information upon termination of these Standard Terms. Notwithstanding, Recipient will not be obligated to render unrecoverable Confidential Information of the Discloser that is contained in an archived computer system backup or pursuant to security and disaster recovery procedures, or that is retained in accordance with the Recipient's legal and financial compliance obligations. Any such retained Confidential Information will remain subject to Section 8 (Confidentiality). Upon request, you agree to provide Hovn with written certification by an authorized officer that all information from the Services has been removed and deleted from all of your hardware and storage devices.

8.3 Data Processing Addendum

Notwithstanding anything to the contrary in these Standard Terms, the Parties agree that personal data of end users shall be handled in accordance with the terms of the Data Processing Addendum attached hereto as Schedule 1 and incorporated herein by this reference.

9. Intellectual Property Rights

9.1

The Hovn Services are owned by Hovn (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, Hovn retains all right, title and interest in and to the Hovn Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the Hovn Services. Nothing herein shall operate to transfer or convey to you any rights in any Hovn Services. You agree to promptly notify Hovn if you become aware of, or suspect any unauthorized, access, use or misuse of the Hovn Services. Similarly, you retain all right, title and interest in and to Your Data. To the extent you provide Hovn with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the Hovn Services ("Feedback"), you acknowledge and agree that Hovn will be the owner of all such Feedback and may use and incorporate the Feedback into the Hovn Services without compensation or attribution to you. As between Hovn and you, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Hovn. You acknowledge that Hovn may compile Usage Data based on Your Data input into the Services. You agree that Hovn may (i) make Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data does not identify you or your Confidential Information.

9.2

All trademarks on or related to the Hovn Services are the sole and exclusive property of Hovn and are protected by US and international trademark laws. Nothing in these Standard Terms shall give you any right, title, or interest in or to Hovn's trademarks, nor give you any right to use Hovn's trademarks for any purpose without the prior written approval of Hovn. You agree that you will do nothing inconsistent with Hovn's ownership of its trademarks and will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to any of Hovn's trademarks.

10. Representations and Warranties; Disclaimers; Reliance on Information

10.1

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOVN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. HOVN DOES NOT REPRESENT THAT THE HOVN SERVICES WILL BE COMPLETELY SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE HOVN SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE HOVN SERVICES WILL BE CORRECTED. HOVN MAKES NO WARRANTY THAT THE HOVN SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTIONS, OR THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS OR PERFFORMANCE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR OWN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS, REGULATIONS OR RULES RELATED TO YOUR USE OF THE HOVN SERVICES AND ANY CONTENT PROVIDED BY THE SERVICES.

10.2

The Services may include certain artificial intelligence tools (collectively referred to as "AI Services"). AI Services use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing human review of such output. Hovn does not warrant the accuracy, completeness, or usefulness of information provided by AI Services. Hovn disclaims all liability and responsibility arising from any reliance placed on such results by you, or by anyone who may be informed of such results. You agree that we may use and store Your Data processed by an AI Service to maintain and provide the applicable AI Service.

11. Limited Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HOVN BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST DATA, RELATING TO THE HOVN SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE HOVN SERVICES OR SUPPORT THEREFOR, WHETHER OR NOT DUE TO HOVN'S NEGLIGENCE. YOU EXPRESSLY AGREE THAT HOVN SHALL NOT BE LIABLE FOR ANY VIOLATION OF OR NON-COMPLIANCE WITH APPLICABLE LAWS, RULES OR REGULATIONS THROUGH YOUR USE OF THE HOVN SERVICES. HOVN'S TOTAL, AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THIS AGREEMENT OR RELATED TO THE HOVN SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR ACCESS TO THE HOVN SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

12.1 By Hovn

Hovn will indemnify, defend and hold you and your Authorized Users harmless against any losses, damages, expenses or liabilities arising from claims that your use of the Hovn Services infringes or misappropriates the intellectual property rights of a third party; provided that, Hovn shall not be required to indemnify you to the extent that the claim was caused by your use of the Hovn Services in violation of these Standard Terms or due to your unauthorized modifications or combinations of the Hovn Services with and into other technologies or services without Hovn's written consent. If Hovn is obligated to indemnify you under this Section 12 or if it reasonably believes it may have liability under this Section 12, Hovn may, in addition to its other obligations hereunder: (i) obtain for you the right to continue using the Hovn Services on a non-infringing basis; or (ii) modify the Hovn Services so they are no longer infringing but of equivalent or better functionality, performance and interoperability. If neither of the foregoing options are commercially feasible, Hovn may discontinue the provisioning of the Hovn Services; provided that, it will issue you a pro rata refund or credit for any prepaid unused Hovn Services.

12.2 By You

You will indemnify, defend and hold Hovn harmless against any losses, damages, expenses or liabilities arising from (i) your or your Authorized User's use of the Hovn Services, including without limitation the violation of any applicable laws, regulations or rules, violation of these Standard Terms, and/or any misappropriation or infringement of intellectual property rights arising from Your Data, or (ii) your products and/or services.

12.3 Process

A party seeking indemnity (an indemnified party) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 12; provided that, the failure or delay in doing so will not excuse an indemnifying party of its indemnification obligations except to the extent its ability to defend the claim is materially prejudiced by such failure or delay. An indemnified party shall thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense, provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party. An indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. An indemnified party shall reasonably cooperate with the indemnifying party in the investigation, trial and defense of such claim and any appeal arising therefrom at the indemnifying party's expense.

13. Third Party Products

If you procure services, applications, or online content from a third party ("Third Party Products") for use with the Services, any such use is subject to the end-user license or use agreement that you accept from or establish with the third party. Third Party Products are not Hovn Services and, as between the parties, Hovn has no liability with respect to your procurement or use of Third Party Products.

14. Export Regulation

You agree to abide by and to conform to any and all export regulations in force during these Standard Terms that are applicable to you or the Services provided, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Services. The Services and the underlying information and technology may not be accessed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.

15. Modifications

Hovn reserves the right to change or modify the terms of these Standard Terms upon written notice to you. All such changes shall be effective immediately; provided, however, for existing customers, such modified Standard Terms, unless otherwise stated, shall be effective upon the renewal of your then-current subscription term. If any changes to these Standard Terms are unacceptable to you, you may terminate your Order prior to renewal in accordance with Section 7.1. For purpose of this Section 15, the posting of an updated copy of these Standard Terms to the Services shall constitute written notice of the change(s) to these Standard Terms.

16. Miscellaneous

16.1 Notices

Each Party consents to receive all communications including notices, agreements, legally required disclosures or other information in connection with the Services electronically. Hovn may provide such notices by posting them on the Services or at the email address you provided to Hovn. Notices to Hovn should be emailed to legal@hovn.app. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.

16.2 Entire Agreement

The Order together with these Standard Terms and any other terms and conditions incorporated into these Standard Terms by reference constitutes the complete agreement between Hovn and you regarding the Hovn Services and supersedes all previous communications between the parties relating to the subject matter herein.

16.3 Assignment

You may not assign these Standard Terms or the rights granted hereunder without Hovn's prior written consent, and any such assignment without consent is void. Hovn's failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights.

16.4 Governing Law and Venue

These Standard Terms shall be governed by the laws of the State of Ohio without reference to its conflicts of law principles or your state or country of residence. Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Cuyahoga County, State of Ohio, United States of America, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree you may only bring claims against Hovn related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to these Standard Terms. You agree that any claim arising out of or related to these Standard Terms must be brought within one (1) year after the date it first accrued. If any action, suit, or legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Standard Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

16.5 Injunctive Relief

Each party acknowledges that a breach by a party of Section 8 (Confidentiality) or Section 9 (Intellectual Property Rights), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Standard Terms to the contrary.

16.6 Publicity

Unless otherwise agreed in an Order, you agree that Hovn may identify you as a customer of Hovn and use your name, mark and logo on Hovn's website and in marketing materials, including but not limited to press releases.

16.7 General

If any part of these Standard Terms is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court's ruling and the remainder of these Standard Terms will remain in full force and effect. The waiver by a party of any breach of any provision of these Standard Terms will not operate or be construed as a waiver of any subsequent breach. The parties' relationship is that of independent contractors. Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. Portions of the Services may utilize or include third party software, open source software, and other copyrighted material. Use of such third party or open source software is governed exclusively by their respective terms and not by these Standard Terms. Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by any cause or event beyond its reasonable control. The captions used in these Standard Terms are for convenience only and are not binding.

Schedule 1

Data Processing Addendum

1. Terms and Definitions

1. The following definitions and rules of interpretation apply in this Schedule 1.

2. Data Protection

2.1 Independent Data Controller

Each party acknowledges and agrees that (i) each Party shall, from time to time, provide End User Personal Data to each other to use such End User Personal Data to provide Services provided directly to the End User, and (ii) in such circumstances, each party serves as an independent data controller with respect to such End User Personal Data. To the extent each party is serving as an independent data controller with respect to End User Personal Data, the following shall apply:

a. Each party shall comply with its obligations pursuant to applicable data protection laws, statutes, and regulations ("Data Protection Legislation"), including providing clear and transparent information and notice to End Users pursuant to applicable Data Protection Legislation in relation to its data processing of End User Personal Data.

b. Each party shall provide the other party with commercially reasonable cooperation, assistance and information to assist that other party with its compliance with applicable Data Protection Legislation, including each party will provide the other party with commercially reasonable assistance in complying with any privacy request. Each party shall promptly notify the other (to the extent permitted by law) in writing of any third-party complaint, audit, investigation or enquiry (whether by a regulatory authority, data subject or otherwise) establishing, alleging or enquiring as to possible noncompliance with any applicable Data Protection Legislation in connection with End User Personal Data maintained by or for such party, and the parties will cooperate reasonably with each other in respect thereof.

c. Each party shall implement appropriate technical and organizational security measures (including maintaining any security controls) to ensure a level of security for End User Personal Data in such party's possession or control that is appropriate to the risk presented by the processing, taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of processing as well as the risk of varying likelihood and severity for the rights and freedoms of data subjects. In assessing the appropriate level of security, each party shall, as applicable, take into account the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to End User Personal Data transmitted, stored or otherwise processed (a "Personal Data Breach"). Without prejudice to the generality of the foregoing, parties shall ensure that all personnel involved in the processing of End User Personal Data are properly qualified and trained and have committed themselves to maintain the confidentiality of End User Personal Data or are under an appropriate statutory obligation of confidentiality in accordance with applicable Data Protection Legislation.

d. The parties are aware that applicable Data Protection Legislation may impose a duty on the party retaining End User Personal Data in its custody or control (or in the custody or control of a party's agent or subprocessor) to inform a regulatory authority, a data subject, or others in the event of a Personal Data Breach. Each party is solely and independently responsible for complying with its Personal Data Breach notification obligations. In addition to complying with its Personal Data Breach notification obligations pursuant to applicable Data Protection Legislation, each party shall promptly notify the other of any Personal Data Breach affecting End User Personal Data, and such notification must be comprehensive and include any information required by applicable Data Protection Legislation, as and to the extent such information is available. In the event of a Personal Data Breach, each party shall promptly take any measures required and appropriate under applicable Data Protection Legislation and technical standards to restore the confidentiality, integrity and availability of End User Personal Data and the resilience of such party's processing systems and services and to mitigate the risk of harm and/or any detrimental consequences for the Data Subjects affected or potentially affected by the Personal Data Breach. Each party shall be solely responsible for all costs, fees, and damages arising from a Personal Data Breach affecting Personal Data in its custody or control (or in the custody or control of an agent or a subprocessor of such party).