Empower ChMS END USER LICENSE AGREEMENT (EULA)

1. PowerChurch Software may provide normal and reasonable software updates of Empower ChMS.

2. If PowerChurch Software has reason to believe that such updates may interfere with your use of Empower ChMS, PowerChurch Software will make best efforts to notify you in advance.

6. Term; Termination: a. Term:

i. License Term: The term of Customer's rights to any portion of Empower ChMS granted hereunder will be on a month-to-month or year-to-year basis as selected during the sign up process.

2. Termination:

   1. This Agreement shall automatically terminate should you, your successors, or your permitted assigns fail to pay the appropriate fee in the time required, suspend business, make an absolute assignment of the bulk of your assets for the benefit of creditors, consent to the appointment of a trustee, custodian, or receiver, or be declared insolvent or bankrupt; or if a trustee, custodian, or receiver is appointed for you for a substantial part of your property without your consent and is not discharged within 60 days of such appointment; or if bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings are instituted by or against you and are not dismissed within 60 days of the commencement thereof.

   2. Either party may terminate this Agreement for failure of the other to comply with the terms and conditions of this Agreement.

   3. You may terminate this Agreement at any time by contacting PowerChurch Software at (800) 486-1800 or info@powerchurch.com with your account details and cancellation request.

3. Effect of Termination. Termination of this Agreement with respect to any portion of Empower ChMS will terminate all of your rights granted hereunder. Termination shall not relieve you of your obligations relating to the restrictions on use contained in this Agreement.

7. Obligations Upon Termination: Your obligations under the section entitled Restrictions on Use shall continue following termination of the Agreement. PowerChurch Software has no obligation to maintain your data associated with Empower ChMS but may do so for so long as it deems reasonable in its sole discretion.

8. Third Party Services: Empower ChMS may enable or require access to third party services, including internet services, and websites. Your use of such third party services may require you to agree to the terms of use of those third parties. You acknowledge that your use of third party services is at your own sole risk, and PowerChurch Software shall not have any liability to you for your use of such services.

9. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF EMPOWER CHMS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMPOWER CHMS AND ANY SERVICES PERFORMED OR PROVIDED BY EMPOWER CHMS (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND POWERCHURCH SOFTWARE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS. POWERCHURCH SOFTWARE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF EMPOWER CHMS, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, EMPOWER CHMS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF EMPOWER CHMS OR ASSOCIATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN EMPOWER CHMS OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY POWERCHURCH SOFTWARE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD EMPOWER CHMS OR REQUIREMENTS SERVICES PROVE DEFECTIVE, YOU ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL POWERCHURCH SOFTWARE BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE EMPOWER CHMS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF POWERCHURCH SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

In no event shall PowerChurch Software’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount paid by you to obtain the license granted herein. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

11. NOTICE OF RIGHTS: CERTAIN COUNTRIES, STATES, AND/OR PROVINCES PROHIBIT THE EXCLUSION OR LIMITATION OF CERTAIN CONDITIONS, WARRANTIES, OR GUARANTEES, AND/OR DO NOT ALLOW PRODUCTS OR SERVICES TO BE SOLD WITH NO WARRANTIES OR GUARANTEES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE SECTIONS ABOVE ENTITLED “NO WARRANTY” AND “LIMITATION OF LIABILITY” MAY NOT APPLY TO YOU. ONLY THOSE EXCLUSIONS AND LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, POWERCHURCH SOFTWARE’S LIABILITY WILL BE LIMITED ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE ENFORCEABILITY OF THESE LIMITED WARRANTIES MAY VARY BASED ON THE LOCAL LAWS APPLICABLE TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS DEPENDING ON WHERE YOU LIVE.

THIS AGREEMENT IS NOT INTENDED TO AND DOES NOT: (I) CHANGE OR EXCLUDE ANY STATUTORY CONSUMER RIGHTS THAT CANNOT BE LAWFULLY CHANGED OR EXCLUDED; OR (II) LIMIT OR EXCLUDE ANY RIGHT YOU HAVE AGAINST THE PERSON WHO SOLD THE PRODUCT TO YOU IF THAT PERSON HAS BREACHED ANY SALES CONTRACT WITH YOU. YOU AGREE TO USE EMPOWER CHMS IN COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING LOCAL LAWS OF THE COUNTRY OR REGION IN WHICH YOU LIVE OR IN WHICH YOU DOWNLOAD OR USE EMPOWER CHMS.

NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS, OR MODIFIES ANY CONDITION, WARRANTY, GUARANTEE, RIGHT, OR REMEDY IMPLIED OR IMPOSED BY ANY APPLICABLE LAWS WHICH CANNOT LAWFULLY BE EXCLUDED, RESTRICTED, OR MODIFIED. If any condition, warranty, or guarantee is implied into this Agreement or imposed on PowerChurch Software under applicable laws and cannot be excluded, but PowerChurch Software has a choice of a remedy, then PowerChurch Software’s liability for breach of the condition, warranty, or guarantee is limited to one or more of the following, at PowerChurch Software’s option: (a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, or refunding the payment for the goods if it would be unreasonable to expect the products to be repaired; or (b) in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.

12. Export: You shall comply with all applicable laws and regulations in connection with your use of Empower ChMS. This includes that you acknowledge and agree that Empower ChMS incorporates products and/or technical data that may be subject to legal and regulatory controls, including restrictions on export and re-export. You warrant and represent that you have not obtained Empower ChMS due to an export, re-export, or import in violation of United States or other applicable laws or regulations in the United States and other countries, that you are not identified on any denied persons or other list published by the country in which you are located, that you have not caused Empower ChMS to be located or made available Group E country as defined by the United States, and that you have not used and will not use Empower ChMS in connection with the development, manufacture, or use of nuclear fuel or weapons, missiles, or chemical or biological weapons. You will not export, re-export, or import, directly or indirectly, Empower ChMS prior to securing any and all necessary approvals from your governmental authority as may be required.

13. Privacy: PowerChurch Software is committed to protecting your privacy. Our privacy practices are described in the PowerChurch Software Privacy Policy. By using Empower ChMS or providing us with your personal information, you are accepting and consenting to the practices, terms, and conditions described in the PowerChurch Software Privacy Policy, which is incorporated by reference into this Agreement and can be viewed here: https://empowerchms.com/privacy You also acknowledge that you alone control whether and to what extent any personally identifiable data is incorporated into Empower ChMS. Accordingly, should removal of such information be desired, that shall remain your sole responsibility and obligation.

14. Miscellaneous:

1. Waiver. No waiver of any breach of this Agreement will form a waiver of any subsequent

   breach of the same or any other provision.

2. Severability. If any provision of this Agreement is declared or found illegal, unenforceable, or void, then all parties will be relieved of all obligations arising under such provision to the extent that such provision is illegal, unenforceable, or void, it being the intent and agreement of the parties that this Agreement will be deemed amended by modifying the provision to the minimum extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objective. If the remainder of this Agreement will not be affected by the declaration or finding and can be substantially performed, then each provision not so affected will be enforced to the extent permitted by law.

3. Entire Agreement. This Agreement make up the entire agreement of the parties, superseding in all respects all prior proposals, negotiations, understandings and other agreements, oral or written, between the parties.

4. Amendment. This Agreement may be amended only by a written instrument duly executed by the parties.

5. Notices. Any notice given pursuant to this Agreement may be given by (1) personal delivery; (2) deposit in the mail, prepaid, return receipt requested; (3) deposit with a recognized courier company, prepaid, return receipt requested; or (4) facsimile or electronic transmission, in each case to the last address or number, as the case may be, of which the sending party has received actual or constructive notice. Any such notice will be deemed to be received (1) when delivered, if given pursuant to clause (1) of the previous sentence; (2) on the earlier of (a) the fourth day after deposit, or (b) the time delivery is verified, if given pursuant to clauses (2) or (3) of the previous sentence; or (3) when received, if given pursuant to clause (4) of the previous sentence.

6. Interpretation. Headings used in this Agreement are for convenience only and will not be deemed to be operative text. Terms of gender will be deemed interchangeable, as will singular and plural terms, in each case unless the context otherwise requires.

7. Applicable Law. This Agreement will be governed by the internal law of the State of North Carolina without regard to conflict of law.

8. Arbitration. Any dispute arising out of or relating to this Agreement, or a breach thereof, shall be solely and exclusively determined by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules. Any such arbitration shall take place exclusively in Buncombe County, North Carolina, and the language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator and the decision of the arbitrator shall be final, conclusive and binding on the parties. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. PowerChurch Software and you shall each pay one-half of the costs and expenses of any arbitration, and the substantially non-prevailing party, as determined by outcome of the arbitration, shall be liable for both parties’ attorneys’ fees and costs. You acknowledge that, without this provision, you would have had a right to litigate a dispute through a court before a jury or judge and that you have expressly and knowingly waived those rights, instead agreeing to resolve disputes exclusively through binding arbitration.

9. Further Assurances. The parties will perform all such further acts, provide such further documents or written assurances, and execute such further documents as they reasonably require or deem necessary to carry out the acts and transactions contemplated by this Agreement.