M ASTER SOFTWARE AS A SERVICE AGREEMENT AND TERMS OF SERVICE This agreement (“Agreement“) is entered into, to be effective as of December 10, 2020 (“Effective Date”), by and between Homeway Real Estate (“Subscriber”) and Kizen Technologies, Inc located at 500 N Capital of TX Hwy, 4-100 Austin, TX 78746 (“Service Provider”). EXHIBIT A Service Provider’s Software as a Service Statement of Services This Exhibit A - Service Provider’s Software as a Service Statement of Services shall be incorporated in and governed by the terms of that certain Master Software as a Service Agreement by and between Homeway Real Estate (“ Subscriber“) and Kizen Technologies, Inc (“ Service Provider”) dated December 10, 2020, as amended (the “Agreement”). Unless expressly provided for in this Exhibit A , in the event of a conflict between the provisions contained in the Agreement and those contained in this Exhibit A , the provisions contained in this Exhibit A shall prevail. Services Description Kizen is the only technology solutions provider that offers complete sales, marketing, and payments capabilities built from scratch for modern businesses. Kizen’s cloud-based software enables companies to work smarter, save time, and unleash their full potential. Work smarter with automatic data syncs, accurate real-time insights powered by AI, automation, and cross-record collaboration. Save time with a modern interface, powerful workflow automations, and accessibility across all devices. Work easier than ever before with a plug-and-play system that reduces third party integrations, is so intuitive you already know how to use it, can be customized to your needs without writing code, and is supported by a world-class customer success team with consulting backgrounds. Features include: Integrated Contact, Company, and Deal CRM, Emails, Texts, Automations, Surveys, Forms, Activities, Ad Management, Pipelines, Events, and more. Start Date and End Date Start Date of Services is as of the Effective Date listed in this Exhibit A The contract will run for 12 consecutive months, with monthly or annual payments being made on the payment schedule agreed to by both parties. The End Date of the contract is set forth as December 9, 2021. After the end date, the subscriber’s account will automatically renew at market pricing found at https://kizen.com/pricing The subscriber may renegotiate pricing at any time before the end date, for pricing after the end date. For example, if the subscriber wishes to keep any discounts offered in this agreement, the subscriber will need to request a No Change Contract (NCC) before the end date of this agreement. If this request is not made before the end date of this agreement, the subscriber account will automatically renew at prevailing market rates. Usage-Based Pricing 1. Authorized Users – Sales Plan 1.1. Description . Authorized Users are calculated based on the number of unique accounts created in the software. Each User has every action tracked individually throughout the software, has permissions, 1 and can be sent notifications based on their contact information, and can be used to send emails to/from. 1.2. Users 1.2.1. Professional - Sales 1.2.2. Included 1.2.2.1. – 30 users 1.2.3. Additional 1.2.3.1. – $ 50/mo per user 1.2.3.1.1. $40/mo per user 1.3. Professional - Experience 1.4. Included 1.4.1. – 8 users 1.5. Additional 1.5.1. – $ 25/mo per user 1.5.1.1. $20/mo per user 2. Contacts – Marketing Plan 2.1. Professional $430/mo 2.1.1. $344/ mo Description . Contacts are calculated based on the number of active contacts within your account. If you archive Contacts, or otherwise remove them, they will not be counted towards your total. Contacts come with unlimited custom fields for storing all associated data you deem appropriate. 2.2. Included 2.2.1. First 25,000 Contacts – Included in Professional 2.3. Additional 2.3.1. Each Additional 1,000 Contacts – $15/month 3. SMS Messages – Marketing Plan 3.1. Description . Messages are purchased on an a la carte package basis, and are calculated on attempted sent messages, regardless of the number validity. It is the responsibility of the Subscriber to verify accuracy of mobile numbers within the system. When purchasing a message package, your unused messages will carry over from month to month, with no expiration date. 3.2. Included 3.2.1. 1000 Text-Only SMS Messages per month 3.3. Additional 3.3.1. 1000 Text-Only SMS Messages - $15 3.3.2. Note: Purchased Message blocks carry over between months. Technical Support Description Service Provider will provide Subscriber, email support (“Technical Support”) Monday through Friday, during the hours of 8AM to 5PM CST, every week of the year. Technical Support will include any research and resolution activity performed by Service Provider. a) Request for Technical Support Authorized Users will make Technical Support requests by emailing Service Provider’s Technical Support staff at Support@Kizen.com or by submitting a request via Service Provider’s customer service web portal. The Technical Support staff shall assign to the request the Problem Severity Level (as defined herein) indicated by the requestor. 2 b) Problem Severity Levels 1 and 2 Response and Resolution For Technical Support requests, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 1 or 2 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, Service Provider will: (a) immediately escalate the request to Service Provider’s management; (b) take and continue to take the actions which will most expeditiously resolve the request; (c) provide a daily report to the requester of the steps taken and to be taken to resolve the request, the progress to correct, and the estimated time of correction until the request is resolved; and, (d) provide increasing levels of technical expertise and Service Provider management involvement in finding a solution to the request until it has been resolved. c) Problem Severity Levels 3 and 4 Response and Resolution For Technical Support requests of these levels, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 3 or 4 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, at the sole election of requestor: (a) Service Provider will work continuously to resolve the request; or, (b) requestor and Service Provider will mutually agree upon a schedule within which to resolve the request. d) Optional Support Contracts At the option of the Subscriber, higher level Service Level Agreements (SLAs) may be purchased, which include options such as faster response times, phone support, and dedicated account managers. The terms and conditions of the Support Contract will be dictated by a separate signed document, and will serve to contractually obligate the Service Provider to provide the listed Support in addition to the levels of Support guaranteed by this document. Please contact Support@kizen.com for more information on purchase of additional support contracts. Technical Support Problem Severity Levels 1. Problem Severity Level 1 1.1. Description This Problem Severity Level is associated with: (a) Services, as a whole, are non-functional or are not accessible; (b) unauthorized exposure of all of part of Subscriber Data; or, (c) loss or corruption of all or part of Subscriber Data. 1.2. Request Target Response Time . 2 Business Hours. 2. Problem Severity Level 2 2.1. Description This Problem Severity Level is associated with significant and / or ongoing interruption of an Authorized User’s use of a critical function (as determined by the Authorized User) of the Services and for which no acceptable (as determined by the Authorized User) work-around is available. 2.2. Request Target Response Time . 4 Business Hours. 3. Problem Severity Level 3 3.1. Description This Problem Severity Level is associated with: (a) minor and / or limited interruption of an Authorized User’s use of a non-critical function (as determined by the Authorized User) of the Services; or, (b) problems which are not included in Problem Severity Levels 1 or 2. 3.2. Request Target Response Time . 1 Business Day. 4. Problem Severity Level 4 4.1. Description This Problem Severity Level is associated with: (a) general questions pertaining to the Services; or, (b) problems which are not included in Problem Severity Levels 1, 2, or 3. 3 4.2. Request Target Response Time . 1 Business Day. Customization / Integration Services 1.1.1. Customization/Integration Services Scope. Deployment services are scoped on the proposal attached 1.1.1.1. Deadlines and Terms 1.1.1.1.1. During or directly after initial stakeholder meeting, deadlines will be set for the following: 1.1.1.1.1.1. Subscriber’s organizational/operational requirements and documentation 1.1.1.1.1.2. Service Provider’s service team estimated completion dates 1.1.1.1.2. If any deadline is not met by the subscriber, this agreement will remain in full force and effect Training Services and Support Documentation 1. Training Services Scope . Training Services are designed to set your team up for success 1.1. Included 1.1.1. Call 1 – Stakeholder interview, general onboarding. Review of basic setup. 1.1.2. Call 2 -- Operational map and user-stories hand-over from client to solutions engineer 1.1.3. Call 3 -- Deployment QA 1.1.4. Call 4 -- Stakeholder educational presentation and reference materials hand-over from solutions engineer to client 1.1.5. Additional Training 1.1.5.1. Subscriber gains access to 1-hour/month of Customer Success Strategic Guidance 1.1.5.1.1. Additional 1 Hour Training Call - $200 1.1.5.2. For package pricing of 5+ hours, contact Support@kizen.com 1.1.6. On-Site Training – Contact: Support@Kizen.com to request more information about a member of our team coming to your office for in-person team training. 2. Support Documentation 2.1. Existing Documentation and Videos – Service Provider will strive to provide documentation that gives an overview of the main Services provided by the software. The current Support database can be accessed through the software, and is being updated weekly. 2.2. Documentation Requests – At any time, Subscriber may request additional documents or videos be created for training. At the sole discretion and timing decided by the Service Provider, the training documentation will be created, and Subscriber will be notified. Service Levels a) Availability Service Level 1) Definitions (a) “Actual Uptime” shall mean the total minutes in the reporting month that the Services were actually available to Authorized Users for normal use. 4 (b) “Maintenance Window” shall mean the total minutes in the reporting month represented by the following day(s) and time(s) during which Service Provider shall maintain the Services: [Day(s) and Time(s)]. (c) “Scheduled Downtime” shall mean the total minutes in the reporting month represented by the Maintenance Window. (d) “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime. 2) Service Level Standard Services will be available to Authorized Users for normal use 100% of the Scheduled Uptime. 3) Calculation (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point) 4) Performance Credit (a) Where Percentage Uptime is greater than 99%, no Performance Credit will be due to Subscriber. (b) Where Percentage Uptime is equal to or less than 99%, Subscriber shall be due a Performance Credit in the amount of 5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Uptime. 5) Example Calculation (a) Assuming reporting month is February 2016 (41,760 minutes). (b) Assuming a Maintenance Window of Sundays from Midnight to 4:00 a.m. Eastern Standard Time (equals Scheduled Downtime of 960 minutes). (c) Scheduled Uptime equals 40,800 minutes (total minutes of 41,760 in February 2016 less 960 minutes of Scheduled Downtime). (d) Assuming Actual Uptime of 39,800 minutes. A Percentage Uptime is calculated as follows: (39,800 / 40,800) *100 = 97.55%. (e) The threshold of 99% less the Percentage Uptime of 97.55% = 1.45%. (f) The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, Subscriber is due 5% of the Services Fees as a Performance Credit. b) Services Response Time Service Level 1) Definition(s) (a) “Response Time” shall mean the interval of time from when an Authorized User requests, via the Services, a Transaction to when visual confirmation of Transaction completion is received by the Authorized User. For example, Response Time includes the period of time representing the point at which an Authorized User enters and submits data to the Services and the Services display a message to the Authorized User that the data has been saved. (b) “Total Transactions” shall mean the total of Transactions occurring in the reporting month. (c) “Transaction” or “Transactions” shall mean Services web page loads, Services web page displays, and Authorized User Services requests. 2) Service Level Standard Transactions will have a Response Time of 5 seconds or less 100% of the time each reporting month during the periods for which the Services are available. 3) Calculation ((Total Transactions – Total Transactions failing Standard) / Total Transactions) * 100 = Percentage Response Time (as calculated by rounding to the second decimal point). 5 4) Performance Credit (a) Where Percentage Response Time is greater than 95.00%, no Performance Credit will be due to Subscriber. (b) Where Percentage Response Time is equal to or less than 95.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Response Time. 5) Example Calculation (a) Total Transactions during the reporting month equal 42,078. (b) Total Transactions failing the Standard of 100% equal 2,163. (c) Percentage Response Time is calculated as follows: ((42,078 – 2,163) / 42,078) * 100 = 94.86% (d) The threshold of 95.01% less the Percentage Response Time of 94.86% = .15%. The difference is less than a 1% reduction; therefore, Subscriber is not due a Performance Credit. c) Technical Support Problem Resolution Service Level 1) Definition . “Total Problems” shall mean the total of problems occurring in the reporting month. 2) Service Level Standard Problems shall be resolved by Service Provider 100% of the time each reporting month, in accordance with the Request Resolution Time associated with the Problem Severity Level. 3) Calculation ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Resolution (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level. 4) Performance Credit (a) Problem Severity Level 1 – 2 (1) Where Percentage Problem Resolution is greater than 95.00%, no Performance Credit will be due to Subscriber. (2) Where Percentage Problem Resolution is equal to or less than 95.00%, Subscriber shall be due a Performance Credit in the amount of 5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution. (b) Problem Severity Level 3 – 4 (1) Where Percentage Problem Resolution is greater than 80.00%, no Performance Credit will be due to Subscriber. (2) Where Percentage Problem Resolution is equal to or less than 90.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution. 5) Example Calculation (Using Problem Severity Level 3 – 4) (a) Total Problems during the reporting month equal 17. (b) Total Problems failing the Standard of 100% equal 2. (c) Percentage Problem Resolution is calculated as follows: ((17 – 2) / 17) * 100 = 88.24% 6 (d) The threshold of 90.01% less the Percentage Problem Resolution of 88.24% = 1.77%. The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, Subscriber is due 1% of the Services Fees as a Performance Credit. Executed on the dates set forth below by the undersigned authorized representative of Subscriber and Service Provider to be effective as of the Start Date. EXHIBIT B Service Provider’s License Offered to Subscriber *- Dependant on scope *Kizen Services will always assign the lowest possible role for any given task Payment Terms: Payment due at account creation, prior to starting migration. 7 Description Total Software License Kizen Professional Edition Includes up to 30 Sales users, 8 Experience usersd and up to 25,000 Contacts, 1,000 SMS/mo $2,090/mo $1,672/mo Strategic Services Strategic Implementation - Defined by Scope on proposal attached/; Account Architecture, Integrations, $6,600 One-time $3,300 One-time Scalability Upgrades 1 additional sales user $50/mo 1 additional experience user $25/mo 1000 text messages/mo $15 1000 extra contacts $15/mo Rate Card For Additional Projects* Solutions Consultant $200/hr Integrations Specialist $300/hr Kizen Platform Specialist $150/hr