BEEHIVE ENTERPRISE SERVER LICENSE AGREEMENT

Effective Date: 1st October 2020

PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF THE PRODUCTS (AS DEFINED BELOW), UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE.

BY CLICKING ON THE "I AGREE" OR SIMILAR BUTTON OR BY ACCESSING THE PRODUCTS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (HEREINAFTER "Customer"), CUSTOMER REPRESENTS THAT IT HAS THE LEGAL AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT. BEEHIVE MAY MODIFY THIS AGREEMENT FROM TIME TO TIME, SUBJECT TO SECTION 18.10.

This Agreement applies to the following Beehive offerings, as further defined below (collectively, the "Products"):

• The Software;

• Any related Support; and

• Any related Professional Services.

If Customer has purchased the Products from a Beehive Partner, the following provisions of this Agreement will be superseded by the terms between Customer and the Beehive Partner: Section 8, Payment; Section 9, Delivery; Section 10, Verification; and Section 17, Term and Termination.

1. Definitions. Capitalized words not listed here will be defined within the Agreement.

"Advanced Security" means the Software feature which enables Customer to identify security vulnerabilities through customizable and automated semantic code analysis.

"Agreement Effective Date" is the earlier of the date that Customer either clicks "I Agree" to the terms and conditions of this Agreement, or that it first places an order for the Products.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party where "control" means having more than fifty percent (50%) ownership or the right to direct the management of the entity.

"Beta Previews" means software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

"Customer Modifications" means Software modifications Customer may make solely for the purpose of developing bug fixes, customizations, or additional features to any libraries licensed under open source licenses that may be included with or linked to by the Software.

"Documentation" means any manuals, documentation and other supporting materials related to the Software that Beehive provides or makes available to Customer. Documentation is considered part of the Software.

"Feedback" means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on Beehive products or services.

"Fees" means the fees Customer is required to pay Beehive to use the Products during the applicable Subscription Term or Professional Services, as such fees are reflected on an Order Form or SOW.

"Beehive" means the software as a service offered by Astrosof Ltd which is register in Bulgaria and all current and future global subsidiaries of Astrosof Ltd.

"Beehive Insights" or "Insights" means the Software feature which provides Customer with metrics, analytics, and recommendations relating to their use of the Software.

"Beehive Partner" means a company authorized to resell Beehive Products under the terms and conditions of Beehive's Dealer Partner Agreement.

"Learning Lab for Enterprise Server" means the Software feature that enables Users to learn about Beehive functionality, including associated Documentation.

"License Effective Date" means the effective date of each Order Form as stated therein.

"License Key" means the data file used by the Software's access control mechanism that allows you to install, operate, and use the Software is delivered via a secure, password-protected website.

"Order Form" means written or electronic documentation (including a quote) that the Parties use to order the Products.

"Parties" means references to Beehive and Customer collectively. Each may be referred to individually as a "Party".

"Professional Services" means training, consulting, or implementation services that Beehive provides to Customer pursuant to a mutually executed SOW. Professional Services do not include Support.

"Release" means a Software release that Beehive makes generally available to its customers, along with any corresponding changes to Documentation, that contains enhancements, new features, or new functionality, generally indicated by a change in the digit to the right of the first decimal point (e.g., x.x.x to x.y.x) or to the left of the first decimal point (e.g., x.x.x to y.x.x).

"Software" means Beehive's proprietary Enterprise Server software. Software includes any applicable Documentation, any Updates to the Software that Beehive provides to Customer or that Customer can access under this Agreement, and, if included in Customer’s subscription.

"SOW" means a mutually executed statement of work detailing the Professional Services Beehive will perform, any related Fees, and each Party's related obligations.

"Employee" means a single employee that registered to Customer's Enterprise Server instance as an employee in the employee database.

"Active Employee" means a single employee that is not deleted or not layoff in the Customer's employees database.

"Employee License" means the license assigned to each Active Employee in the Customer's Enterprise Server instance. Each Active Employee may have access to operate Customer’s Enterprise Server instance according to their job kind with Workstation App, as Customer permits.

"Workstation App" means a mobile application that runs on iOS and Android which registered to Customer's Enterprise Server instance. Customer must provide a pin code to each Active Employee.

"Subscription Term" means the period of one (1) year from the License Effective Date unless an alternate period is specified in an Order Form. Beehive will provide Customer with a renewal notice at least sixty (60) days before the expiration of the Subscription Term and will generate a new Order Form for renewal. Beehive will provide a new License Key for Customer to download that will allow continued use of the Software in accordance with the Order Form.

"Support" means technical support for the Software that Beehive may provide.

"Update" means a Software release that Beehive makes generally available to its customers, along with any corresponding changes to Documentation, that contains error corrections or bug fixes, generally indicated by a change in the digit to the right of the second decimal point (e.g., x.x.x to x.x.y).

2. Software License Grant. Beehive grants to Customer a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to install and use the Software for Customer’s internal business purposes during the applicable Subscription Term, in accordance with the Documentation, and only for the number of Employee Licenses stated in Customer’s Order Form. The Software includes components licensed to Beehive by third parties, including software whose licenses require Beehive to make the source code for those components available. The source code for such components will be provided upon request.

3. License Restrictions. Except as expressly permitted by law or by applicable third-party license, Customer and its Affiliates must not and must not allow any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the Software; (ii) host the Software for the benefit of third parties; (iii) disclose or permit any third party to access the Software, except as expressly permitted in Section 2; (iv) hack or modify the License Key, or avoid or change any license registration process; (v) except for Customer Modifications, modify or create derivative works of the Software, or merge the Software with other software; (vi) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the Software or attempt to derive any of its source code, in whole or in part; (vii) modify, obscure, or delete any proprietary rights notices included in or on the Software or Documentation; or (viii) otherwise use or copy the Software or Documentation in a manner not expressly permitted by this Agreement.

4. Intellectual Property Rights. As between the Parties, Beehive owns all right, title and interest, including all intellectual property rights, in and to the Products. Beehive reserves all rights in and to the Products not expressly granted to Customer under this Agreement.

5. Feedback. Customer may provide Feedback to Beehive regarding the Products. Feedback is voluntary and is not Customer Confidential Information, even if designated as such. Beehive may fully exercise and exploit such Feedback for the purpose of (i) improving the operation, functionality and use of Beehive’s existing and future product offerings and commercializing such offerings; and (ii) publishing aggregated statistics about the quality of the Products, provided that no data in any such publication will be used to specifically identify Customer, its employees or Customer’s proprietary software code.

6. Employee Licenses. Employee Licenses are granted on a per Active Employee basis and multiple Employees may not use the same Employee License.

7. Affiliates. Customer’s Affiliates are authorized to use the Software in accordance with this Agreement, so long as Customer remains fully responsible for their access and use of the Software.

8. Payment

8.1 Fees. Customer agrees to pay the Fees in full, up front without deduction or setoff of any kind, in Euro or its equivalent in Bulgarian Lev. Customer must pay the Fees within thirty (30) days of the Beehive invoice date. Amounts payable under this Agreement are non-refundable, except as provided in Sections 13 and 14.1. If Customer fails to pay any Fees on time, Beehive reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable Order Form or SOW. Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Beehive's net income) that are imposed or become due in connection with this Agreement.

8.2 Purchasing Additional Employee Licenses. Customer may obtain additional Employee Licenses under this Agreement by submitting a request through Beehive’s website or via its sales team. A new Order Form will then be generated and if Customer purchases the additional Employee Licenses, Customer must pay the then-currently applicable Fees for them, prorated for the balance of the applicable Subscription Term. Upon renewal of Customer’s Employee Licenses for another Subscription Term, Beehive will invoice all Employee Licenses at once on an annual basis unless otherwise specified in an Order Form.

9. Delivery. Beehive will make the License Key available for Customer to download on a secure, password-protected website. All deliveries under this Section 9 will be electronic. For the avoidance of doubt, Customer is responsible for installation of any Software and acknowledge that Beehive has no further delivery obligation with respect to the Software after delivery of the License Key. As Updates become available, Beehive will make those available for download on the same website. Customer must Update the Software on a commercially reasonable basis but no less than one (1) time per year. Customer is responsible for maintaining the confidentiality of Customer’s usernames and passwords.

10. Verification. At Beehive's request, Customer will promptly provide Beehive with a Software-generated report verifying that Customer is using the Software in accordance with this Agreement. Beehive will invoice Customer for any additional use, effective from the date its use first exceeded the terms of the Agreement.

11. Support.

11.1 Standard Support. Beehive will provide standard technical Support for the Software at no additional charge twenty-four (24) hours per day, five (5) days per week, excluding weekends and national Bulgaria holidays. Standard Support is only offered via web-based ticketing through Beehive Support, and Support requests must be initiated from a User with which Beehive's Support team can interact. Beehive may provide premium Support (subject to the Premium Support for Enterprise Server terms) or dedicated technical Support for the Software at the Support level, Fees, and Subscription Term specified in an Order Form or SOW.

11.2 Exclusions. Beehive will use reasonable efforts to correct any material, reproducible errors in the Software of which Customer notifies Beehive. However, Beehive will not be responsible for providing Support where (i) someone (other than Beehive) modifies the Software; (ii) Customer changes its operating system or environment in a way that adversely affects the Software or its performance; (iii) Customer uses the Software in a manner other than as authorized under this Agreement or the Documentation; or (iv) there is negligence or misuse by Customer of the Software.

11.3 Updates; Releases. Beehive will only Support a given Release of the Software for one (1) year from the original Release date, or six (6) months from the last Update of the Release, whichever is longer. If Customer requires Support for earlier Releases of the Software, then Customer must pay for that Support in accordance with the terms of a mutually agreed upon Order Form or SOW.

12. Professional Services. Upon Customer’s request for Professional Services, Beehive will provide an SOW detailing such Professional Services. Beehive will perform the Professional Services described in each SOW. Beehive will control the manner and means by which the Professional Services are performed and reserves the right to determine personnel assigned. Beehive may use third parties to perform the Professional Services, provided that Beehive remains responsible for their acts and omissions. Customer acknowledges and agrees that Beehive retains all right, title and interest in and to anything used or developed in connection with performing the Professional Services, including software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how. To the extent Beehive delivers anything to Customer while performing the Professional Services, Beehive grants to Customer a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use those deliverables during the term of this Agreement, solely in conjunction with Customer’s use of the Software.

13. Limited Warranties.

13.1 Limited Software Warranties. Beehive warrants that: (i) the unmodified Software, at the time it is made available to Customer for download, will not contain or transmit any malware, viruses, or worms (otherwise known as computer code or other technology specifically designed to disrupt, disable, or harm Customer’s software, hardware, computer system, or network) and (ii) for ninety (90) days from the date it is made available for initial download, the unmodified Software will substantially conform to its Documentation. Beehive does not warrant that Customer’s use of the Software will be uninterrupted, or that the operation of the Software will be error-free. The warranty in this Section 13.1 will not apply if Customer modifies or uses the Software in any way that is not expressly permitted by this Agreement and the Documentation. Beehive's only obligation, and Customer’s only remedy, for any breach of this warranty will be, at Beehive's option and expense, to either (a) repair the Software; (b) replace the Software; or (c) terminate this Agreement with respect to the defective Software, and refund the unused, prepaid Fees for the defective Software during the then-current Subscription Term.

13.2 Professional Services Warranty. Beehive warrants to Customer that any Professional Services performed under this Agreement will be performed in a professional and workmanlike manner by appropriately qualified personnel. Beehive's only obligation, and Customer’s only remedy, for a breach of this warranty will be, at Beehive's option and expense, to either: (i) promptly re-perform any Professional Services that fail to meet this warranty or (ii) if the breach cannot be cured, terminate the SOW and refund the unused, prepaid Fees.

13.3 General Warranty. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement, and that this Agreement and each Order Form is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement.

13.4 Beta Previews. Customer may choose to use Beta Previews in its sole discretion. Beta Previews may not be supported and may be changed at any time without notice. Beta Previews may not be as reliable or available as the Software. Beta Previews are not subject to the same security measures to which the Software has been and is subject. Beehive will have no liability arising out of or in connection with Beta Previews. CUSTOMER USERS BETA PREVIEWS AT ITS OWN RISK.

13.5 Warranty Disclaimer. THE LIMITED WARRANTIES DESCRIBED ABOVE ARE THE ONLY WARRANTIES BEEHIVE MAKES WITH RESPECT TO THE SOFTWARE, PROFESSIONAL SERVICES, AND SUPPORT. BEEHIVE DOES NOT MAKE ANY OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, AND HEREBY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY BEEHIVE OR ANYWHERE ELSE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

14. Defense of Claims; Release.

The Parties will defend each other against third-party claims, as and to the extent set forth in this Section 14 and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending Party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The Party being defended must provide the defending Party with all requested assistance, information, and authority. The defending Party will reimburse the other Party for reasonable out-of-pocket expenses it incurs in providing assistance, and will not settle or make any admissions with respect to a third-party claim without the other Party’s prior written consent, not to be unreasonably withheld or delayed. This Section 14 describes the Parties’ sole remedies and entire liability for such claims.

14.1 Beehive. Beehive will defend Customer against any claim brought by an unaffiliated third party to the extent it alleges Customer’s authorized use of the Software infringes a copyright, patent, or trademark or misappropriates a trade secret of an unaffiliated third party. If Beehive is unable to resolve any such claim under commercially reasonable terms, it may, at its option, either: (a) modify, repair, or replace the Software (as applicable); or (b) terminate Customer’s subscription and refund any prepaid, unused subscription Fees. Beehive will have no obligation under this Section 14.1 for any such claim arising from: (i) the modification of the Software, or the combination, operation, or use of the Software with equipment, devices, software, systems, or data, other than as expressly authorized by this Agreement (including the Documentation); (ii) Customer’s failure to stop using the Software after receiving notice to do so; (iii) Customer’s obligations under Section 14.2; (iv) products or services (including use of the Software) that are provided by Beehive free of charge; or (v) access or use of Beta Previews. For purposes of Beehive’s obligation under this Section 14.1, the Software includes open source components incorporated by Beehive therein.

14.2 Customer. Customer will defend Beehive against any claim brought by an unaffiliated third party arising from: (i) Customer Content that Customer uploads to the Software; (ii) Customer's violation of this Agreement, including Customer’s breach of confidentiality; (iii) Customer Modifications to the Software; or (iv) any third party-branded equipment, devices, software, systems, or data that Customer combines, operates, or uses with the Software.

15. LIMITATION OF LIABILITY.

15.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Exceptions. The exclusions and limitations set forth in this Section 15 will not apply to liability arising out of (1) Customer’s non-compliance with the license grant or license restrictions in Sections 2 and 3; (2) a Party’s defense obligations in Section 14; or (c) a Party’s breach of its confidentiality obligations in Section 16.

16. Confidentiality.

16.1 Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" means any business or technical information that either Party discloses to the other, in writing, orally, or by any other means, including disclosures like computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists. For the purposes of this Agreement, except as expressly set forth in Section 2.1, the source code of the Software will be deemed to be Beehive's Confidential Information, regardless of whether it is marked as such.

16.2 Restrictions on Use and Disclosure. Neither Party will use the other Party's Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, "Representatives") (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 16, and (iii) who are informed of the non-disclosure obligations imposed by this Section 16. Each Party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable them to contest such order or requirement. The restrictions set forth in this Section 16 will survive the termination or expiration of this Agreement.

16.3 Exclusions. The restrictions set forth in Section 16.2 will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or (iv) the receiving party independently develops without access to or use of the other Party's Confidential Information.

17. Term and Termination.

17.1 Agreement Term. This Agreement starts on the Agreement Effective Date and will continue in effect until this Agreement is terminated by a Party in accordance with this Section 17. If this Agreement is terminated before the expiration or termination of a Subscription Term, then any active Order Forms will remain in force pursuant to the terms of this Agreement.

17.2 Termination for Convenience. Either Party may terminate an Order Form, with or without cause, upon at least thirty (30) days written notice before the end of the then-current Subscription Term.

17.3 Termination for Material Breach. Either Party may terminate this Agreement immediately upon notice if the other Party breaches a material obligation under this Agreement and fails to cure the breach within thirty (30) days from the date it receives notification. Either Party reserves the right to terminate this Agreement immediately upon written notice, but without giving the other Party a cure period, if Customer breaches any of the terms of this Agreement relating to Beehive's intellectual property (including Customer's compliance with the license grant and any license restrictions) or either Party's Confidential Information.

17.4 Effect of Termination; Survival. When this Agreement terminates or expires, Customer may not execute additional Order Forms; however, the Agreement will remain in full force and effect for the remainder of any active Order Forms. When an Order Form terminates or expires, as to that Order Form: (i) the Subscription Term for any Software will immediately end; (ii) Customer will no longer have the right to use the Software, and any Employee Licenses granted in the Order Form will automatically cease to exist as of the date of termination or expiration; (iii) if any Fees were owed prior to termination, Customer must pay those Fees immediately; (iv) Customer must destroy all copies of the Software in its possession or control, and certify in writing to Beehive that it has done so; and (v) each Party will promptly return to the other (or, if the other party requests it, destroy) all Confidential Information belonging to the other. Notwithstanding the foregoing, Customer may continue to access the Software to migrate its data for ninety (90) days after termination or expiration of this Agreement or an Order Form; however, Customer must not use the Software on a production basis during that time. Any terms or sections which by their nature should reasonably survive will survive the termination or expiration of this Agreement or an Order Form.

18. General Provisions.

18.1 Compliance with Laws and Regulations. Customer will comply with all applicable laws and regulations, including, but not limited to, data protection and employment laws and regulations, in its use of the Products.

18.2 Data Protection Considerations for Use of Beehive Insights and Learning Lab for Enterprise Server. If Customer’s planned use of Beehive Insights or Learning Lab for Enterprise Server involves processing personal data, Customer is solely responsible for determining whether or not to complete a data protection impact assessment or otherwise secure formal legal analysis of Customer’s planned use. It is in Customer’s sole discretion whether to use Beehive Insights or Learning Lab for Enterprise Server to process Customer’s employees’ and/or users’ data, and if Customer does so, Customer is solely responsible for conducting such processing in compliance with applicable law.

18.3 Governing Law. This Agreement is governed by the laws of Bulgaria and You at this moment submit to the exclusive jurisdiction of the courts of Bulgaria for all disputes arising out of or in connection with this Agreement.

18.4 No Publicity without Permission. Beehive may identify Customer as a customer to current and prospective customers. However, Beehive may not use Customer’s name or logo in any advertising or marketing materials without Customer’s permission.

18.5 Assignment. Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party's prior written consent, such consent not to be unreasonably withheld, and any attempt to do so will be null and void, except that Beehive may assign this Agreement in its entirety, upon notice to the other party but without the other Party's consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party's business or assets.

18.6 Notices. Unless otherwise stated herein, any notice, request, demand or other communication under this Agreement must be in writing (e-mail is acceptable), must reference this Agreement, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) one (1) business day following confirmation of receipt by the intended recipient, if by e-mail; (iii) five (5) business days after it is sent by registered or certified mail, with written confirmation of receipt and email; or (iv) three (3) business days after deposit with an internationally recognized express courier and email, with written confirmation of receipt. Notices can be sent to the address(es) set forth in this Agreement, unless a Party notifies the other that those addresses have changed.

18.7 Force Majeure. Beehive will be excused from liability to the extent that it is unable to perform any obligation under this Agreement due to extraordinary causes beyond its reasonable control, including acts of God, natural disasters, strikes, lockouts, riots, acts of war, epidemics, or power, telecommunication or network failures.

18.8 Independent Contractors. The Parties are each independent contractors with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner to create a legal association, partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the Parties, and neither Party can bind the other contractually.

18.9 Waiver. A Party's obligations under this Agreement must only be waived in a writing signed by an authorized representative of the other Party, which waiver will be effective only with respect to the specific obligation described. No failure or delay by a Party to this Agreement in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right hereunder at law or equity.

18.10 Entire Agreement. This Agreement, including each Order Form and SOW, constitutes the entire agreement and understanding of the Parties with respect to its subject matter, and supersedes all prior or contemporaneous understandings and agreements, whether oral or written, between the Parties with respect to its subject matter. The terms of any purchase order, written terms or conditions, or other document that Customer submits to Beehive that contains terms that are different from, in conflict with, or in addition to the terms of this Agreement, SOW or any Order Form will be void and of no effect.

18.11 Amendments; Order of Precedence. Beehive reserves the right to amend this Agreement at any time and will update the terms and conditions of this Agreement in the event of any such amendments. Changes to this Agreement will become effective upon the anniversary of Customer's then-current Subscription Term. In the event of a conflict between this Agreement and an Order Form, an Order Form will govern with respect to that order only. This Agreement and any addenda, including an Order Form, must control and no modification, change, or amendment of this Agreement will be binding upon the Parties or supersede the terms of this Agreement unless it is in writing, and is duly signed by each Party's authorized representative.

18.12 Severability. If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions of this Agreement will continue in full force and effect.