Purchase Agreement

THIS PURCHASE AGREEMENT, (this “Agreement”) is between Vivitec, Inc, a Kentucky company, that maintains an office for business at 2890 Chancellor Drive, Crestview Hills, Ky 41017 (“Company”), and the company referenced in "Prepared for" above (“Client”). The Agreement shall be effective as of the latest date of the signatures of the parties below (“Effective Date”). The parties agree as follows:

The following payment terms apply. Payment is due immediately from the date Client receives an invoice from Company unless otherwise specified on the quote. All equipment purchases are invoiced upon order confirmation. Client shall be liable for all reasonable attorneys’ fees as well as costs incurred in collection of past due balances including but not limited to collection fees, filing fees and court costs.

Any third-party products provided to Client pursuant to this Agreement, including but not limited to third party hardware, software, peripherals, and accessories (collectively, “Third Party Products”) shall be provided to Client “as is”.Company shall use reasonable efforts to assign all warranties (if any) for the Third-Party Products to Client, but will have no liability whatsoever for such third-party products. All Third-Party Products are provided without any warranty whatsoever as between Company and Client, and Company shall not be held liable as an insurer or guarantor of the performance or quality of Third Party Products.

Company assumes no liability for failure of equipment, subscriptions or software or any losses resulting from such failure.

Client warrants and represents that it shall not use any provided software, devices or services for any purposes or activities that violate the laws of any authority.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUE, LOSS OF PROFITS, LOSS OF SAVINGS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY STATEMENT OF WORK(S) OR ANY SERVICES PERFORMED OR EQUIPMENT SUPPLIED HEREUNDER, ANY LOSS, BREACH OR INTERRUPTION OF CLIENT OR CLIENT’S CUSTOMER DATA, INFORMATION, TECHNOLOGY, DEVICES OR SERVICES, OR FOR ANY BREACH HEREOF OR FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING SERVICES UNDER THIS AGREEMENT OR ANY STATEMENT(S) OF WORK EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR DAMAGES FROM ANY AND ALL CAUSES WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT OF THE AGGRIEVED PARTY’S ACTUAL DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION ACCRUED.IT IS UNDERSTOOD AND AGREED THAT THE COSTS OF HARDWARE, SUBSCRIPTIONS OR SOFTWARE PROVIDED TO CLIENT UNDER THIS AGREEMENT SHALL NOT BE INCLUDED IN THE CALCULATION OF THE LIMITATION OF DAMAGES DESCRIBED IN THE PRECEDING SENTENCE.

AI Service Disclaimers. Client acknowledges that artificial intelligence and machine learning services ("AI Services") are subject to inherent limitations and uncertainties. Company makes no representations or warranties regarding: (i) the accuracy, reliability, or completeness of AI-generated outputs; (ii) the absence of bias in AI models or results; (iii) the suitability of AI Services for any particular purpose or decision-making process; or (iv) compliance with any specific regulatory requirements for automated decision-making.

Prohibited AI Uses. Client shall not use AI Services for: (i) medical diagnosis or treatment decisions; (ii) legal advice or judicial decisions; (iii) decisions with legal or similarly significant effects on individuals without human review; (iv) applications requiring explainability under applicable law without implementing appropriate human oversight; or (v) any use that violates applicable laws regarding automated decision-making, discrimination, or privacy.

AI Training Data. Unless otherwise agreed in writing: (i) Company retains all rights to its pre-existing AI models and training data; (ii) Client retains ownership of its data used to train or fine-tune AI models; (iii) Company may use aggregated, anonymized insights from Client's use of AI Services to improve its services generally; and (iv) any custom AI models, agents, workflows, code, etc., general described as work product, code or derived IP developed exclusively for Client shall be property of Company unless explicitly stated otherwise in the applicable SOW .

Human Oversight. Client acknowledges its responsibility to maintain appropriate human oversight of AI Services, including: (i) reviewing AI outputs before relying on them for significant decisions; (ii) maintaining audit trails of AI-assisted decisions; (iii) implementing appeals or review processes where required by law; and (iv) ensuring compliance with any applicable regulations regarding automated decision-making.

Each party (an “Indemnifying Party”) hereby agrees to indemnify, defend and hold the other party (an “Indemnified Party”) harmless from and against any and all loss, damage, cost, expense or liability, including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to the negligent acts, negligent omissions or intentional wrongful misconduct of the Indemnifying Party and/or the Indemnifying Party’s employees or subcontractors, and from any Damages arising from or related to the Indemnifying Party’s uncured, material breach of this Agreement. The Indemnifying Party further agrees to indemnify, defend, save and hold harmless the Indemnified Party, its officers, agents and employees, from all Damages arising out of any alleged infringement of copyrights, patent rights and/or the unauthorized or unlicensed use of any material, property or other work in connection with the performance of the Services; provided however, that such Damages are the direct result of the Indemnifying Party’s actions and not due to the Indemnified Party’s fault, in whole or in part.

The Company owns and retains all intellectual property rights in and to all the works of authorship through sole or joint client development including but not limited to all plans, procedures, policies, methods, training materials, technology architectures, service reports, dashboards, software, software tools or software modifications developed by the Company, and all modules derived or created from such materials (collectively, “Company IP”).This IP may not be distributed, sold, or used in any manner or in any form without the express written consent and a formal agreement with the Company. During the term of this Agreement, Client may use and modify any intellectual property provided to Client by the Company pursuant to this Agreement, provided that such modifications (i) do not result in or cause the infringement of any intellectual property rights of any party, (ii) do not require Client to reverse engineer the Company’s intellectual property, and (iii) do not negatively impact the security or integrity of any of the Company’s equipment, or the integrity or implementation of the Services. The limited right to use the Company’s intellectual property as described herein automatically terminates upon the termination of this Agreement.

Defined. For the purposes of this Agreement, Confidential Information shall mean all non-public information provided to Company by Client, including but not limited to Client’s customer data, customer lists, internal Client documents, policies and procedures and related information. It shall also include all pricing information, proposals, and invoices provided by Company to Client.Confidential Information shall not include information that: (i) has become part of the public domain through no act or omission of Company, (ii) was developed independently by Company, or (iii) is or was lawfully and independently provided to Company prior to disclosure by Client.

Use. Company shall use reasonable efforts to keep Client’s Confidential Information confidential, and shall not use or disclose such information to any third party for any purpose except (i) as expressly authorized by Client in writing, or (ii) as needed to fulfill Company’s obligations under this Agreement.

Due Care. Company shall exercise the same degree of care with respect to the Confidential Information it receives from Client as Company normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases shall be at least a commercially reasonable level of care.

Compelled Disclosure. If Company is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, or similar process) to disclose any of the Confidential Information, Company shall immediately notify Client in writing of such requirement so that Client may seek a protective order or other appropriate remedy and/or waive Company’s compliance with the provisions of this Section. Company will use its best efforts, at Client’s expense, to obtain or assist Company in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, Company may disclose, without liability hereunder, that portion of the Confidential Information that Company has been advised by written opinion of counsel reasonably acceptable to Company that it is legally compelled to disclose.

Venue. This Agreement shall be governed by, and construed per the laws of the Commonwealth of Kentucky. Client hereby irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts in Kenton County, in the Commonwealth of Kentucky, for any and all claims and causes of action arising from or related to this Agreement. THE PARTIES AGREE THAT THEY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT.