1. TERM AND TERMINATION

1.1 Subject to earlier termination as provided below, this Agreement is for the Initial Subscription Term as specified in the Commercial Terms, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

1.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment of Fees), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, provided that Customer makes a reasonable request within five (5) days following such termination, Rithm will either (a) make all then-available Customer Data available to Customer for electronic retrieval for a period of thirty (30) days following Customer’s request (or such longer period as may be agreed by the parties), or (b) provide Customer with the then-available Customer Data at Rithm’s then-current rates for performing such services.  After fulfilling its obligations under this section, Rithm may, but is not obligated to, delete stored Customer Data.

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

2. PLATFORM ACCESS AND SUPPORT

2.1 Subject to and conditioned on Customer’s payment of Fees (defined below) and compliance with the terms and conditions of this Agreement, Rithm hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 10.3) right to access and use the Platform during the Term (defined below), solely for use by Authorized Users in accordance with the terms and conditions herein. Such rights are limited to Customer’s internal use. “Authorized User” means solely Customer’s employees, consultants, contractors, and agents (a) who are authorized or granted access to the Platform by Customer to use the Platform under the rights granted to Customer pursuant to this Agreement and (b) for whom access to the Platform has been subscribed hereunder; provided, however, if Rithm and Customer enter into a “Powered by Rithm” Addendum, then it shall also include Customer’s customers and such entities’ employees, consultants, contractors, and agents who are authorized or granted access to the Platform by Customer to use the Platform under the rights granted to Customer pursuant to the “Powered by Rithm” Addendum, and (b) any individual accessing the Platform using Platform authorization details for such accounts.

2.2 Subject to the terms of this Agreement, Rithm will use commercially reasonable efforts to provide Customer continuous access to the Platform.

2.3 As part of Customer’s registration for use of the Platform, Customer will identify an administrative username and password for Customer’s account (“Account Administrator”). Customer, through its Account Administrator, shall be responsible for setting up all Authorized Users account set-up. Rithm reserves the right to refuse registration of or cancel passwords or other access it deems inappropriate. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform and shall cause Authorized Users to comply with such provisions.

2.4 Notwithstanding anything to the contrary in this Agreement, Rithm may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Platform if: (a) Rithm reasonably determines that (i) there is a threat or attack on any of Rithm IP (defined below); (ii) Customer’s or any Authorized User’s use of Rithm IP disrupts or poses a security risk to Rithm IP or to any other customer or vendor of Rithm; (iii) Customer, or any Authorized User, is using Rithm IP for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) Rithm’s provision of the Platform to Customer or any Authorized User is prohibited by applicable law; (b) any vendor of Rithm has suspended or terminated Rithm’s access to or use of any third-party services or products required to enable Customer to access the Platform; or (c) if Customer fails to pay fees in accordance with Section 4 after being given reasonable notice and opportunity to cure (any such suspension described in subclause (a), (b), or (c), a “Service Suspension”). Rithm shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Rithm shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is remedied. Rithm will have no liability for any damage, liabilities, losses (including, without limitation, any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure or the Platform (“Platform Software”); (b) modify or translate the Platform Software (except to the extent expressly permitted in writing by Rithm); use the Platform or any Software for timesharing or service bureau purposes; (c) except as may be agreed pursuant to a mutually-agreed “Powered by Rithm” Addendum entered into between Rithm and Customer, use the Platform or any Software for the benefit of a third party; nor (d) remove any proprietary notices or labels from the Platform, the Software or any documentation for the foregoing. With respect to any Software that is distributed, provided, or otherwise made available to Customer outside the Platform (e.g., downloaded to Customer’s servers), Rithm hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software solely during the Term and only in connection with the Platform.

3.2 Customer will use the Platform only in compliance with Rithm’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Rithm has no obligation to monitor Customer’s use of the Services, Rithm may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, internet services and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.4 Rithm may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. “Third-Party Products” means any third-party products described in, provided with, or incorporated into the Platform.

4. PAYMENT OF FEES AND EXPENSES

4.1 Customer will pay Rithm the then applicable fees described in the Commercial Terms for the subscription to the Platform, the Support Services, and the Implementation Services in accordance with the terms set forth on the Commercial Terms (together, with any other fees for services provided pursuant to a mutually-agreed statement of work, the “Fees”). If Customer’s use of the Platform exceeds the Service Capacity set forth on the Commercial Terms or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Rithm reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Subscription Term or the then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Rithm has billed Customer incorrectly, Customer must contact Rithm no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Rithm will accept Fees from Customer via Credit Card or ACH on the 1st day of the new Renewal Term.

4.2 Rithm may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Rithm thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with the Platform and services provided under this Agreement, other than U.S. taxes based on Rithm’s net income. If amounts remain unpaid when due, Rithm may suspend Customer’s and its Authorized Users’ access to any portion or all of the Platform until such amounts are paid in full and even then, may choose to terminate this Agreement.

4.3 Unless otherwise agreed in writing, Customer shall reimburse Rithm for the actual and reasonable travel, lodging and related expenses incurred by Rithm in connection with the Services. Rithm shall provide an estimate for such expenses to be pre-approved by Customer prior to Rithm incurring such expenses..

5. CUSTOMER DATA; PROPRIETARY RIGHTS

5.1 Customer acknowledges and agrees that the services provided by Rithm will not involve development of custom software applications or other intellectual property rights to be owned by Customer, unless the parties enter into a Professional Services Addendum, and then only to the extent expressly set forth therein.  If Customer desires to engage Rithm to develop certain intellectual property for Customer, the parties shall negotiate and execute a separate Professional Services Addendum for the provision of such services which shall expressly set forth, inter alia, the ownership rights of Customer to such new, custom and/or bespoke intellectual property.

5.2 As between Customer and Rithm, Customer or its licensors shall retain ownership of any content, data or other information input into the Platform by Customer or Authorized Users (collectively, the “Customer Data”). Customer grants Rithm, a worldwide, non-exclusive, fully-paid and royalty-free license to use, translate, restructure, modify, make derivative works of, copy and publicly perform, distribute and publicly display the Customer Data, and any other materials supplied by Customer or Authorized Users in connection with the functionality of the Platform and otherwise to the extent necessary to perform Rithm’s obligations under this Agreement. Customer represents, warrants, and covenants that it has all rights necessary to the Customer Data in order to provide all Customer Data into the Platform and otherwise grant the license rights to the Customer Data as licensed herein.

5.3 As between Customer and Rithm, Rithm or its licensors shall own and retain all ownership and intellectual property rights, title and interests in and to (a) the Platform and the Software, (b) any software, applications, inventions or other technology developed in connection with the Implementation Services or the Support Services, (c) the documentation for any of the foregoing, and (d) except as may be expressly agreed pursuant to a mutually-agreed Professional Services Addendum entered into between Rithm and Customer, all improvements, enhancements or modifications to any of the foregoing (all of the foregoing, collectively “Rithm IP”). Customer acknowledges that with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including without limitation, all intellectual property rights, in and to the Third-Party Products. No rights or licenses are granted to Rithm IP except as expressly set forth in this Agreement.

5.4 If Customer or any of its Authorized Users, employees, or contractors sends or transmits any communications or materials to Rithm by mail, email, telephone, or otherwise, suggesting or recommending changes to Rithm IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Rithm is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Rithm on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Rithm is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Rithm is not required to use any Feedback.

6. CONFIDENTIALITY

6.1 Each party shall maintain the Confidential Information of the other party in confidence during the Term and for a period of five (5) years thereafter, and shall at all times exercise no less than reasonable care with respect to the handling and protection of such Confidential Information. “Confidential Information” means (a) any business or technical information of Customer or Rithm, including but not limited to any information relating to either party’s products, services, marketing plans, business opportunities, or trade secrets, (b) any information of Customer or Rithm that is specifically designated by the disclosing party as confidential or proprietary, and (c) any information that is known to the receiving party, or should be known to a reasonable person given the facts and circumstances of the disclosure as being treated as confidential or proprietary by the disclosing party; provided, however, Confidential Information excludes information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party was demonstrably in possession of prior to first receiving it from the disclosing party, (iii) the receiving party can demonstrate was developed independently and without use of or reference to the disclosing party’s Confidential Information, or (iv) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Rithm hereby designates, and Customer agrees, the terms and conditions of this Agreement, the Platform, the Software, and all documentation and description of the foregoing or its functionality, as Rithm Confidential Information.

6.2 Each party shall limit the use and access of Confidential Information of the other party solely to such party’s bona fide employees, agents, and Authorized Users who have a need to know such information for purposes of conducting the receiving party’s business and who are obligated to maintain the confidentiality of and refrain from using such Confidential Information under terms at least as protective as those set forth herein and only after the receiving party has notified such employees, agents and Authorized Users that such information is the Confidential Information of the disclosing party.

6.3 Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party pursuant to the valid order or requirement of a court, provided that the receiving party first gives reasonable written notice to the disclosing party in order to timely contest such order or requirement. Any such disclosure by the receiving party of the Confidential Information of the disclosing party, shall, in no way, be deemed to change, affect or diminish the confidential and proprietary status of such Confidential Information.

7. WARRANTY AND DISCLAIMER

7.1 Rithm represents and warrants that it will comply with all applicable law and will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Platform and shall perform the Implementation Services in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rithm or by third-party providers, or because of other causes beyond Rithm’s reasonable control, but Rithm shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

7.2 RITHM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND RITHM DISCLAIMS ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNITIES

8.1 Rithm shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including without limitation, reasonable attorneys’ fees) (“Losses”) incurred by Customer from liability to third parties resulting from infringement by the Platform of any United States patent or any copyright or misappropriation of any trade secret, provided Rithm is promptly notified of any and all threats, claims and proceedings related thereto. The foregoing obligations do not apply with respect to portions or components of the Platform (a) not supplied by Rithm, including, but not limited to, Customer Data; (b) made in whole or in part in accordance with Customer specifications, (c) that are modified after delivery by Rithm, (d) combined with other products, processes or materials where the alleged infringement relates to such combination, (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) where Customer’s use of the Platform is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Platform or any portion thereof is held by a court of competent jurisdiction to be or are believed by Rithm to be infringing, Rithm may, at its option and expense (i) replace or modify the Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (ii) obtain for Customer a license to continue using the Platform, or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Platform.

8.2 Customer shall indemnify, hold harmless, and, at Rithm’s option, defend Rithm, its affiliates, and its and their, employees, shareholders, licensors, contractors and agents from and against any and all Losses resulting from any third-party claim (a) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s U.S. intellectual property rights, (b) arising from the commercialization, sales, use or delivery of any product, service, or offering built by Customer utilizing the Rithm IP, (c) based on Customer’s or any Authorized User’s (i) gross negligence or willful misconduct; or (ii) use of the Platform in a manner not authorized by this Agreement, and (d) brought by an Authorized User that in any way relates to the Platform or this Agreement; provided, Customer may not settle any third-party claim against Rithm unless Rithm consents to such settlement, and further provided that Rithm will have the right, at its option and cost, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

9. LIMITATION OF LIABILITY

9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, RITHM AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND RITHM’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO RITHM FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT RITHM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. GENERAL PROVISIONS

10.1 Customer acknowledges that Rithm’s services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Rithm’s ability to provide the Platform, services or other technology, including without limitation, any features or functionality first developed for Customer, to other parties.

10.2 All legal notices and demands pursuant to the Agreement must be in writing. Notices to Customer shall be effective upon receipt thereof and may be delivered via the Platform to the Account Administrator or any email or mailing address specified on the Commercial Terms. Notice to Rithm shall be provided by a reputable overnight courier with required signed receipt, or via certified mail of the U.S. postal system, and shall be deemed effective solely upon receipt if delivered to: Rithm Software, Inc., 500 S 500 W BLDG 1, Lindon, UT 84042, ATTN: President/Urgent.

10.3 Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Rithm may use subcontractors in performing its duties under this Agreement, provided, however, by subcontracting aspects of this Agreement, Rithm shall not be relieved of any obligation under this Agreement.

10.4 This Agreement, the performance under this Agreement, and all suits and special proceedings under this Agreement, shall be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Utah, without regard to the jurisdiction in which any action or special proceeding may be instituted.

10.5 Any litigation under this Agreement shall be brought and maintained in a state or federal court in Salt Lake City, Utah, and the parties hereby consent to personal jurisdiction in such courts. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10.6 Neither party shall issue any press release or public announcement or make any public disclosure (including promotional or marketing material) regarding the existence or terms and conditions of this Agreement, without the prior written consent of the other party; provided, however, Rithm may use Customer’s name and its trademark as a reference both publicly and privately, Rithm’s marketing and promotional materials about Rithm.

10.7 In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

10.8 No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.9 This Agreement contains the entire understanding of the parties and supersedes any and all prior written or oral agreements or understandings between them concerning the subject matter of this Agreement. There are no other representations, warranties, covenants, promises, agreements, arrangements, or understandings, oral or written, express or implied, between the parties to this Agreement which have not been fully expressed in writing in this Agreement.

10.10 Except for obligations for the payment of Fees and other amounts owing by Customer hereunder, each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation hereunder, in whole or in part, as a result of causes beyond its reasonable control, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures. If such failure to perform continues for a period of more than thirty (30) days, the affected party may, in its discretion, terminate this Agreement with no liability arising as a result of such termination.

10.11 The Rithm IP and all related technical data are subject to U.S. export control laws. These laws include, without limitation, certain regulations promulgated by the United States Department of Treasury Office of Foreign of Assets Controls (the “U.S. Export Control Laws”). As part of the express consideration provided to Rithm IP hereunder, Customer shall not, and shall ensure Authorized Users do not, export, re-export or otherwise transfer, directly or indirectly, the Rithm IP and/or technical data provided by Rithm in violation of the U.S. Export Control Laws or any other applicable law. Customer shall be responsible for obtaining any necessary U.S. government authorization required to ensure compliance of Customer with the U.S. Export Control Laws. Customer acknowledges that it can contact the U.S. Departments of Commerce, State and Treasury for guidance as to applicable licensing requirements and other restrictions. Customer shall immediately notify Rithm if Customer’s export privileges under U.S. law are denied, suspended or revoked in whole or in part by any U.S. Government entity or agency. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10.12 The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All article, section, subsection, schedule and exhibit references used in this Agreement are to this Agreement unless otherwise specified. All schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein. Unless the context of this Agreement clearly requires otherwise: (a) the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate, and (b) the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear. Each party hereto acknowledges it has been represented by legal counsel, or has had full opportunity to seek advice of legal counsel, and the parties have jointly participated in negotiation of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if jointly drafted by the parties and no presumption, inference, or burden of proof shall arise favoring or disfavoring a party by virtue of authorship of any or all of the Agreement provisions. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. The parties shall treat faxed, .pdf, emailed or other electronically signed documents (including without limitation, documents signed through an e-sign service such as DocuSign) as originals; however, this shall not preclude either party from requiring the exchange of original (i.e., “wet-ink”) signatures upon the request of a party.

10.13 In the event of any ambiguity created by or between the various documents forming this Agreement, the order of precedence shall be: (1) The Commercial Terms, (2) the Applicable Terms and Conditions, (3) the attachments to the Applicable Terms and Conditions, (4) the “Powered by Rithm” Addendum, if any, (5) the Professional Services Addendum, if any, (6) any Statements of Work entered pursuant to the Professional Services Addendum, if any, and (7) any other documents incorporated by reference into this Agreement.