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Software Support Agreement (SSA) – Rev. 10/28/2025

This Software Support Agreement (“Agreement”) is between Juxtum, Inc., located at 4555 Lake Forest Drive, Suite 310B, Cincinnati, OH 45242, USA (“Juxtum”), and the customer (“Customer”). In this Agreement, Juxtum and Customer may each be referred to as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Customer has obtained a license to use certain Software pursuant to one or more agreements entered into by it and Juxtum (the “License Agreement(s)”); and

WHEREAS, Customer desires to obtain Support Services for the Software; and

WHEREAS, Juxtum desires to provide the Support Services for the Software, subject to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Juxtum and Customer agree as follows:

1. Definitions

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in this Section.

“Business Days” shall mean the generally accepted days of operation per week within the relevant region where Software is installed, excluding local holidays as observed by Juxtum or Customer.

“Business Hours” shall mean 8:00am to 8:00pm U.S. Eastern Time on Business Days.

“Documentation” shall mean user manuals, handbooks, installation guides, and other end user materials relating to the Software that Juxtum provides or makes available to Customer.

“Effective Date” shall mean the date that Juxtum issues an acknowledgement accepting an Order Form.

“Incident” means a reproducible failure of the Software to perform in substantial conformity with the Documentation.

“Maintenance Release” shall mean any update, upgrade, release, or other adaptation or modification of the Software that Juxtum may provide to Customer from time to time, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software, but does not include any New Version.

“New Version” shall mean any new version of the Software that Juxtum may from time to time introduce and market generally as a distinct licensed product (as may be indicated by Juxtum’s designation of a new version number), and which Juxtum may make available to Customer at an additional cost under a separate written agreement.

“Order Form” shall mean a purchase order issued by Customer referencing the Proposal.

“Proposal” shall mean the proposal of which this Agreement is a part.

“Resolve” means the provision of information or a Workaround or the performance of other services by Juxtum which, in Juxtum’s reasonable discretion, allow the Software to be used in conformity with its Documentation.

“Service Window” means Business Hours on Business Days.

“Severity 1 Incident” means an Incident in which the Software as a whole, or a critical feature of the Software, has become unusable.

“Severity 2 Incident” means an Incident in which, while all critical features of the Software are usable (including through use of a Workaround), a critical feature of the Software is impaired and/or a non-critical feature of the Software is unusable.

“Severity 3 Incident” means an Incident in which, while all features of the Software are usable, and no critical features of the Software are impaired, a non-critical feature of the Software is impaired.

“Software” shall mean the software licensed to Customer by Juxtum pursuant to the License Agreement(s).

“Support Services” shall have the meaning set forth in Section 2.1.

“Support Term” shall mean a period of time associated with a particular item of Software which begins on Effective Date and continues until either this Agreement or Customer’s rights in that Software provided under the License Agreement(s) terminate, or that Software is discontinued, whichever comes first.

“Workaround” means a temporary corrective action to restore the Software to operation and restore (but not necessarily resolve) functionality to the Customer in accordance with the Documentation; provided that such Workaround shall not materially impact the normal operational status of the Customer.

2. Scope of Services

2.1 Subject to Customer’s compliance with the terms and conditions of this Agreement, Juxtum shall provide Customer the following services (collectively, the “Support Services”) for each item of Software during that Software’s respective Support Term:

2.1.1 provide Customer updated copies of Documentation according to a revision cycle defined by Juxtum and otherwise as Juxtum, in its reasonable discretion, determines is necessary for Customer’s use of the Software;

2.1.2 provide Customer with all Maintenance Releases for the Software, which Maintenance Releases shall be deemed to be included in the Software and be governed by the terms for the Software in the License Agreement(s);

2.1.3 make available a service desk which will provide assistance through telephone, email, web portal, and/or any other means of communication agreed to by the Parties in the event that an Incident has occurred, or if Customer requests assistance regarding use or functionality of the Software, and shall be responsible for classifying, logging, tracking, and providing updates on resolution of Incidents; and

2.1.4 in the event an Incident cannot be Resolved by the service desk as described in Section 2.1.3, perform the incident resolution services described in Section 2.2.

2.2 Juxtum shall use commercially reasonable efforts to Resolve all Incidents, within the following timeframes of when they are reported by Customer:

2.2.1 For a Severity 1 Incident, within 8 hours;

2.2.2 For a Severity 2 Incident, within 24 hours; and

2.2.3 For a Severity 3 Incident, 72 hours.

Additionally, for all Incidents which are Resolved through deployment of a Workaround, Juxtum shall perform a root cause analysis to identify the underlying cause of the Incident, and shall take such corrective action, including development and distribution of a Maintenance Release, as is commercially reasonable to remedy the underlying cause.

2.3 Juxtum shall ensure that its personnel adhere to all published (or otherwise notified) rules and procedures relating to safety or security at Customer’s premises. In providing Services, Juxtum ensures that its personnel adhere to applicable codes of conduct and presentation (as may reasonably be required by Customer) and use reasonable endeavors to promote the interests of Customer.

3. Exclusions

3.1 Juxtum has no obligation to Resolve or to perform any services relating to Incidents that, in whole or in part, arise out of or result from:

3.1.1 modifications or enhancements to the Software not made by Juxtum or made without Juxtum’s prior written consent;

3.1.2 any unauthorized use of the Software;

3.1.3 any accident or disaster affecting the Software including fire, flood, lightning or vandalism, or any other event not under the control of Juxtum;

3.1.4 use of the Software on anything other than the approved configuration, as defined and documented by Juxtum, including but not limited to networking as the result of customer changes; or

3.1.5 the desire for functionality that is not in accordance to the Documentation.

3.2 Juxtum, at its sole discretion, may provide additional services upon Customer’s written request to resolve any problems arising out of the exclusions set forth in Section 3.1 above.

3.3 The Support Services to be performed by Juxtum under this Agreement shall not include training or any professional services other than as explicitly set forth herein.

4. Customer Obligations

4.1 Customer shall cooperate with Juxtum in the performance of Juxtum’s obligations as set forth herein, including by:

4.1.1 providing Juxtum with all information reasonably requested by Juxtum in connection with the resolution of an Incident or the performance of any other obligation set forth herein;

4.1.2 providing reasonable, uninterrupted access, both physical and virtual, to the Software and Customer’s premises, systems, networks, and facilities; and

4.1.3 providing reasonable access to appropriate Customer personnel.

4.2 Customer shall notify Juxtum of any failure of the Documentation to provide adequate or correct instructions to allow Customer to use the Software.

5. Fees

5.1 Customer shall pay a yearly fee for the Support Services as set forth in Exhibit A. During the year which includes the Effective Date, this fee shall be prorated based on the number of days between the Effective Date and the end of the calendar year, and shall be paid within thirty days of the Effective Date. All other yearly fees for Support Services shall be invoiced in advance by Juxtum during the year prior to the year in which the Support Services would be provided, and all invoices shall be paid by Customer within thirty days of the invoice date.

5.2 Juxtum reserves the right to increase the yearly fees for the Support Services by up to three percent per year each year during the term of this Agreement, and Exhibit A will be deemed to have been amended accordingly as such increases become effective. Juxtum shall notify Customer of such increases at least sixty days in advance of the year in which they will become effective.

5.3 In the event that Customer requests assistance from the service desk or reports an Incident outside of the Service Window, then any time spent by Juxtum providing the assistance or Resolving the Incident shall be charged to Customer at Juxtum’s then-current hourly rates. Such charges shall be invoiced by Juxtum, and all invoices for such charges shall be paid within thirty days of the invoice date.

5.4 If Customer fails to make any payment by the dates specified herein then, in addition to all other remedies that may be available to Juxtum:

5.4.1 Juxtum may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;

5.4.2 Customer shall reimburse Juxtum for all costs incurred by Juxtum in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees; and

5.4.3 Juxtum may suspend performance of any Support Services.

6. Term and Termination

6.1 The initial term of this Agreement shall begin on the Effective Date and shall continue through December 31^st of the year which includes the third anniversary of the Effective Date. On each January 1^st thereafter, the term of this Agreement shall automatically be extended for an additional one-year period unless it is terminated as set forth herein.

6.2 This Agreement may be terminated:

6.2.1 by either Party, effective on written notice to the other Party, if the other Party breaches this Agreement and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach;

6.2.2 automatically, effective immediately, in the event that all of Customer’s rights in the Software provided by the License Agreement(s) are terminated or expire;

6.2.3 by Customer, if the initial term has concluded, by providing at least thirty days written notice to the Juxtum; or

6.2.4 by Juxtum by providing Customer at least thirty days written notice, if it has discontinued any of the Software, but only with respect to the Software which has been discontinued.

7. Representations and Warranties

7.1 Each Party represents, warrants, and covenants to the other Party that:

7.1.1 it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;

7.1.2 it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement;

7.1.3 the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and

7.1.4 when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

7.2 Juxtum represents and warrants that:

7.2.1 it will perform the Support Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement;

7.2.2 except as set forth in Section 7.3, it will not discontinue any Software until at least 48 months have passed since the last release of that Software which is denominated by a version number having a ones digit differing from the ones digit used to denominated by the last release of that Software; and

7.2.3 except as set forth in Section 7.3, it will not discontinue any Software unless it has provided Customer notice of its intent to discontinue, either within 30 days of the Effective Date or at least thirty six months prior to the date that the discontinuance of that Software would become effective.

7.3 EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS SECTION 7, THE LICENSED SOFTWARE, THE SUPPORT SERVICES ARE PROVIDED “AS IS.” JUXTUM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE). WITHOUT LIMITING THE FOREGOING, JUXTUM MAKES NO WARRANTY OF ANY KIND THAT THE SUPPORT SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET CUSTOMER’S OR OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. ADDITIONALLY, IN THE EVENT ANY SOFTWARE HAS BEEN ADAPTED BY JUXTUM TO A CERTAIN ENVIRONMENT OF CUSTOMER OR ALTERED IN WORK WITH A CERTAIN THIRD PARTY PRODUCT USED BY CUSTOMER (“THIRD PARTY ENVIRONMENT/PRODUCT”) AND SUCH THIRD PARTY ENVIRONMENT/PRODUCT HAS BEEN DISCONTINUED BY ITS MANUFACTURER, OR THE MANUFACTURER HAS DISCONTINUED SUPPORT FOR SUCH THIRD PARTY ENVIRONMENT/PRODUCT, JUXTUM SHALL HAVE THE RIGHT, UPON THE EFFECTIVE DATE OF ANY SUCH DISCONTINUANCE, TO DISCONTINUE THAT SOFTWARE.

8. Limitations of Liability

8.1 IN NO EVENT WILL JUXTUM, OR ITS PERSONNEL, SUBCONTRACTORS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF USE, DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR REPUTATION, (b) BUSINESS INTERRUPTION, INCREASED COSTS, OR DIMINUTION IN VALUE, OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

8.2 IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF JUXTUM AND ITS PERSONNEL, SUBCONTRACTORS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT OF FEES PAID PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

9. Miscellaneous

9.1 Upon a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

9.2 The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

9.3 All notices, requests, consents, claims, demands, waivers, and other communication under this Agreement, other than reports of Incidents to the service desk as described in Section 2, will have effect only if in writing and addressed to a Party as follows (or to such other address or such other person that such addressee Party may designate from time to time in accordance with this Section 9.3):

If to Juxtum:

4555 Lake Forest Drive, Suite 310B Cincinnati, OH 45242 USA Attention: Rob Longfellow, CTO Email: longfellow@juxtum.com

If to Customer:

____________________ ____________________ ____________________ Attention: ____________________ Email: ________________________

Notices sent in accordance with this Section 9.3 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or e-mail, (with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the first business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

9.4 This Agreement, and the Proposal constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Juxtum hereby notifies Customer in advance that Juxtum objects to any terms and conditions in Customer’s purchase order or other document which are additional to or different than those set forth in this Agreement and the Proposal whether or not such additional or different terms would materially alter this contract. If a contract between Customer and Juxtum is established through performance or other conduct of the parties, the terms and conditions of that contract will not be deemed to consist only of terms and conditions as to which the Parties’ writings agree, but rather this Agreement will be a part of that contract and will prevail over the conflicting and/or different terms and conditions of any other document forming a part of the contract.

9.5 Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Juxtum. Any purported assignment or delegation in violation of this Section 9.5 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Juxtum may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Juxtum’s assets without Customer’s consent.

9.6 This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

9.7 No amendment to or modification of this Agreement is effective unless it is in writing, and signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Customer acknowledges and agrees that no employee, officer, or agent of Juxtum has the authority to make any representations, statements, or promises in addition to or in any way different than those contained herein, and that Customer is not entering into this Agreement in reliance upon any representation, statement or promise of Juxtum except as expressly stated herein.

9.8 If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.9 This Agreement will be deemed to have been prepared by both Parties, and no provision of this Agreement, including any ambiguities contained therein, will be construed against any Party by virtue of such Party’s role in drafting or otherwise preparing this Agreement. Each Party hereby acknowledges and agrees that it has had the opportunity to have this Agreement reviewed by legal counsel of its own choosing.

9.10 This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. The rights and obligations of the parties to this contract will not be governed by the provisions of the 1980 UN Convention on Contracts for the International Sale of Goods; rather these rights and obligations will be governed by the laws of the State of Ohio. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Cincinnati and County of Hamilton, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Any litigation or other legal proceeding of any kind arising out of such claim must be brought within two years after the date on which it accrued.

9.11 Juxtum will not be liable for delay, failure in performance, loss or damage due to fire, strike, vandalism, embargo, explosion, power blackout, earthquake, flood, war, pandemic, labor disputes, civil or military authority, acts of God or the public enemy, or other causes beyond its reasonable control, whether or not similar to the foregoing.

9.12 This Agreement may be executed in multiple counterparts, and each such counterpart will be deemed to be an original, but all such counterparts together will constitute one agreement. Signed electronic copies or electronic counterpart signature pages of this Agreement will be deemed to be originals and may be appended to any other signed copies or counterpart signature pages of this Agreement.

9.13 An offer to purchase the Products, Software and Services described in the Proposal under the terms set forth in this Agreement and any additional terms set forth in the Proposal may be made by submitting an Order Form to TechSolve, and TechSolve may accept such offer by issuing an acknowledgement of the Order Form.