Elation Wellbeing Workbench License Agreement

Version 1.1 October 19, 2025

1. SERVICES AND SUPPORT

   1. Subject to the terms and conditions of this Agreement, Elation will provide Customer, or its employees or other person authorized by Customer to access, operate or use the Services (each an “End User”). with access to the Services through the internet. The Services are subject to modification from time to time at Elation’s sole discretion, for any purpose deemed appropriate by Elation. Elation will use reasonable efforts to give Customer prior written notice of any such modification.

   2. Elation will undertake commercially reasonable efforts to make the Services available to Customer and its End Users.  Notwithstanding the foregoing, Elation reserves the right to suspend Customer’s or any end User’s access to the Services: (i) for scheduled maintenance which will not exceed 24 hours, (ii) emergency maintenance, or (iii) in the event Customer or any of its End Users is in breach of this Agreement, including failure to pay any amounts due to Elation.

   3. Subject to the terms hereof, Elation will use commercially reasonable efforts to provide the support described in Exhibit A hereto, including the SLA set forth therein.

2. RESTRICTIONS AND RESPONSIBILITIES

   1. Customer will not, and will not permit any End User or third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services or Software; (iii) use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal use for its own internal benefit; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; or (v) use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws, regulations and rights (including but not limited to those related to privacy, intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation).

   2. Customer will cooperate with Elation in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Elation may reasonably request. Customer will also cooperate with Elation in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.

   3. Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Elation.

   4. Although Elation has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Elation may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the Agreement.

   5. Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

   6. Customer acknowledges and agrees that the Services operate on, or in connection with, or otherwise using, application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Elation is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services.  Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof.  Elation does not make any representations or warranties with respect to Third Party Services or any third-party providers.  Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider and is governed by such third party’s terms and conditions.

   7. During the Service Term, it is hereby contemplated that Customer may require an increase to their Service Capacity. In lieu of submitting a new Order Form, Customer may contact Elation requesting an increase to the Service Capacity and stating the Service Capacity requested. Upon receiving the request, Elation shall confirm the increased Service Capacity and indicate the Fee applicable to the increased Service Capacity. Following confirmation, Elation shall increase the Service Capacity as requested and Customer shall pay the Fee indicated by Elation for the increased Service Capacity in accordance with Section 5 of this Agreement.

      
      

3. CONFIDENTIALITY

   1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to this Agreement or the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  

   2. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to  take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.  The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.  Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Elation may aggregate data and use such aggregated data to evaluate and improve the Services and otherwise for its business purposes.

   3. Customer acknowledges that Elation does not wish to receive any Proprietary Information from Customer that is not necessary for Elation to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Customer shall only disclose Proprietary Information to the extent necessary under this Agreement.

   4. Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors.

      
      

4. INTELLECTUAL PROPERTY RIGHTS

   1. Except as expressly set forth herein, Elation alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or the Software. Nothing in this Agreement shall restrict Elation’s right to use, profit or otherwise exploit any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Services and/or the Software. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Software, or any intellectual property rights.

   2. Elation may collect, use, store and retain data transferred by Customer (“Customer Data”) as necessary for Elation to provide, operate, or improve the Services, and may use Customer Data to create anonymized or de-identified information for research, development, analytics, and modeling purposes. Elation may share anonymized or de-identified information created from Customer Data with third parties. The Elation Customer Data Processing Addendum, available online at https://elation.com/trust/, as the same may be updated from time to time by Elation in its sole discretion, is hereby integrated into and forms a part of this Agreement. By entering into this Agreement, Customer also agrees to the applicable terms and conditions of the Elation Customer Data Processing Addendum. Elation will not otherwise collect, monitor, use or retain any Customer Data, except as permitted in this Agreement and the Elation Customer Data Processing Addendum. Except as otherwise provided in this Agreement, Elation has no responsibility for making or retaining backup copies of Customer Data. Elation will use commercially reasonable efforts to restore any Customer Data that is lost or damaged by or on behalf of Elation. Elation will not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party except as otherwise required by applicable law.

   3. Elation will own all Usage Data (as defined below), provided its use will be limited to the following: (a) for improving the Services, as well as similar services to other customers; (b) for benchmarking purposes by incorporating such Usage Data into a data pool created by Elation for benchmarking purposes related to the Services as well as similar services to other customers; and (c) Elation’s internal business purposes. Following the expiration or termination of this Agreement Elation may retain any Usage Data for use by Elation as expressly permitted in this Agreement. “Usage Data” means usage and performance data generated by or derived from Customer’s and its End Users’ use of the Services that has been (i) de-identified and (ii) aggregated such that neither the Customer nor or any End User is identified or could be identified by any third party alone or in combination with other data.

   4. Unless otherwise precluded by written agreement, Customer hereby grants Elation the right to use Customer’s name and logo for the purpose of Elation’s marketing on its website and other marketing materials.

      
      

5. PAYMENT OF FEES

   1. Customer will pay Elation the applicable fees as set forth on the Order Form (the “Fees”) or as indicated Elation in accordance with Section 2.7 of this Agreement. All Fees are listed in United States Dollars. If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or as increased in accordance with Section 2.7 of this Agreement, Customer will be charged (using the Payment Method described in the Order Form) for the excess usage over the Service Capacity, annualized for the remainder of the then-current term, at the rate set forth on the Order Form, and Customer agrees to pay the additional fees without any right of set-off or deduction. To the extent applicable, Customer will pay Elation for additional services, such as integration fees or other consulting fees. All payments will be made in accordance with the Payment Schedule and the Method of Payment. If not otherwise specified, payments will be due within thirty (30) days of receipt of invoice and are nonrefundable.

   2. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on Elation's net income) unless Customer has provided Elation with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Elation on account thereof.

      
      

6. TERMINATION

   1. Subject to earlier termination as provided below, this Services Agreement is for the Service Term as specified in the Order Form.

   2. In the event of any material breach of this Agreement (including any failure to pay), the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days (or ten (10) days in the case of nonpayment) prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such applicable notice period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business.

   3. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

      
      

7. CLIENT SOFTWARE SECURITY

   1. Elation represents and warrants that it will not knowingly include, in any Elation software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, Elation fails to comply with the warranty in this Section, Customer may promptly notify Elation in writing of any such noncompliance. Elation will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

   2. Elation will defend any third-party claim against Customer alleging that Customer’s use of the Services (in full compliance with this Agreement) infringes such third party's patent, copyright or registered trademark (“IP Claim”). Elation will indemnify Customer against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim. Notwithstanding the foregoing, Elation will not defend or indemnify Customer against any IP Claim arising from the combination of the Services with anything not provided by Elation, the modification of the Services by anyone other than Elation, or Customer’s continued use of the Services after being notified of their potentially infringing nature. The foregoing indemnification and defense obligations are conditioned upon Customer giving Elation (i) prompt notice of any IP Claim, (ii) sole control of the defense and settlement of the IP Claim, and (iii) at Elation’s expense, reasonable cooperation in such defense and settlement.

   3. If an IP Claim prevents Customer’s use of the Services, Elation shall either procure the right for Customer to continue using the Services, or replace or modify the Services with materially equivalent functionality. If the aforementioned options are not reasonably available, Elation may terminate the Services and refund Customer a prorated portion of the Fees paid for Services for the remainder of the unexpired Service Term.

      
      

8. WARRANTY DISCLAIMER

   EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ELATION PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. ELATION (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

   
   

9. LIMITATION OF LIABILITY

   IN NO EVENT WILL EITHER PARTY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR LIABILITY THAT MAY ARISE FROM SECTION 7.2 OR SECTION 2.1, THE TOTAL LIABILITY OF EITHER PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID TO ELATION HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED.  THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

   
   

10. MISCELLANEOUS

    If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, provided that either party may assign this Agreement without consent, to a successor to all or substantially all of its business or assets to which this Agreement relates.  Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party shall have any authority of any kind to bind the other party in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.  This Agreement will be governed by the laws of the State of Wyoming, without regard to its conflict of laws provisions.  The federal and state courts sitting in Park County, Wyoming will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. Except as permitted in Section 4.2 of this Agreement, neither party shall use any trademarks, logos or intellectual property of the other party without the prior written consent of such party to whom the intellectual property belongs. 

Exhibit A

Elation Support and Availability

Summary:

As further described below, Elation will use commercially reasonable efforts to: (i) provide Customer with 99.9% availability to the Service (the “Service Availability”); and (ii) provide standard support to Customer.

Support and Response:

Elation will provide reasonable support to Customer upon Customer’s request during normal business hours (i.e., Monday through Friday, 9 am to 5 pm Pacific).  Customer will notify support@Elation.com of any requests for support. For any urgent requests, Customer may notify urgent@Elation.com to escalate the support request.  

If the Services become substantially unavailable to Customer, Elation will respond to Customer (i) within eight (8) hours from Customer’s notification to Elation of such unavailability, if during normal business hours (Monday through Friday, 9 am to 5 pm Pacific), or (ii) within eight (8) hours of the start of the next business day, if outside of normal business hours.  

Elation does not guarantee that it will be able to fix any particular problem Customer may be having with its Services.

Availability:

The Service Availability will be measured on a monthly basis, with all hours weighted equally, but the Service Availability measurement will exclude reasonable scheduled downtime for system maintenance as well as any downtime or performance issues resulting from third party connections, services or utilities or other reason beyond Elation’s control (including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Elation employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Elation’s possession or reasonable control, and denial of service attacks).  If the Services are unavailable to Customer due to defects with the Service beyond the Service Availability metric, then, as Customer’s sole and exclusive remedy (and Elation’s sole liability), Elation will provide Customer a credit for the subsequent Service billing cycle as follows: