1. Services and Ortho Devices.

a. Account. In order to use the Services and Ortho Devices, Customer will create or receive from RAIN, and use, an account ("Account"). By creating an Account with RAIN, Customer agrees to provide accurate and complete information and not misrepresent any of the information provided for the Account. Customer will promptly notify RAIN of any unauthorized use of Customer's Account.

b. Termination or Suspension of Access. RAIN reserves the right to terminate or suspend a Customer Account and/or this Agreement at any time if: (i) Customer violates any provision of the terms of this Agreement, (ii) there is unauthorized use of Customer's Account, (iii) RAIN reasonably deems it necessary to prevent a loss or risk of legal exposure, including infringement on the rights of others; and (iv) as otherwise required by law.

c. Description of the Services. The Services allow auto repair professionals to request vehicle repair and maintenance-related information from the web-based application, through an Ortho Device(s) or devices provided by the Authorized User's (as defined below) employer or another party, including using the microphones or camera on the device to submit verbal requests or scan VINs of vehicles ("User Content"). We process the User Content and provide responses, which may include materials and information from RAIN's partners, to the Authorized User.

d. Delivery and Installation of Ortho Devices.

i. Ortho Devices leased by RAIN to Customer pursuant to this Agreement may be new or refurbished and in good working condition upon delivery to Customer.

ii. Any applicable Ortho Devices will be shipped to Customer's designated address in accordance with the shipping terms as set forth in the Checkout Webpage. For Customers with additional locations (e.g., Multi-Shop Owners) beyond the shipping and billing address provided on the Checkout Page, addresses for all participating locations will be provided by Customer in writing via email to RAIN, and devices will be shipped accordingly. RAIN will provide remote customer set-up support available Monday through Friday during business hours to assist with the installation of the Ortho Devices and to assist with Authorized Users' questions relating to setting up the Services.

e. Modification of and Updates to the Services and Other Licensed Materials. We reserve the right to modify and/or update the Services and Other Licensed Materials at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, and if we do so, we will notify you.

2. Authorized Users. Unless otherwise specifically provided in the Checkout Webpage, "Authorized Users" will only consist of Customer's employees and contractors that it authorizes to use the Services.

3. License Grant. Subject to the terms and conditions of this Agreement, RAIN hereby grants to You and Authorized Users during the term of this Agreement a non-exclusive, non-transferrable, non-sublicensable, revocable licensed to: (a) access the Services and Other Licensed Materials via the RAIN web-based application either through the Ortho Devices or other devices and accessories provided by the Customer and (b) use the Services, Other Licensed Materials, and Ortho Devices only for the limited authorized uses set forth in Section 4 below.

4. Limited Authorized Access to and Use of the Services, Other Licensed Materials, and Ortho Devices. You and Authorized Users may access and use the Services, Other Licensed Materials, and Ortho Devices for the purpose of receiving repair-related data and information from the Services in response to Authorized Users' requests or queries and other authorized uses as detailed in the EULA. You and Authorized Users must not include personal information when creating User Content in the form of questions to or requests of the Services, and You acknowledge and agree that User Content shall not include personal information, except to the extent such User Content is considered personal information by applicable law and unless otherwise agreed in writing by the Parties. You and Authorized Users may not print, copy or download any information related to the Services, Other Licensed Materials, and Ortho Devices. You and Authorized Users are not authorized to access or use the Services, Other Licensed Materials, or Ortho Devices or to print, copy or download information related to the Services, Other Licensed Materials, and Ortho Devices for any other purpose.

5. Trial Period.

a. If, as indicated on the Checkout Webpage, RAIN provides a subscription to the Services and Other Licensed Materials and leasing of the Ortho Devices on a limited, free-trial basis, then Customer will have free access to our Services, Other Licensed Materials, and Ortho Devices for a pre-determined period of time as set forth in the Checkout Webpage (the "Trial Period"). Customer shall have the right to use a Trial Period one time, unless otherwise authorized in writing by RAIN, upon its initial subscription of the Services and Other Licensed Materials and/or lease of the Ortho Devices. We may require Customer to provide us with a valid credit card or other valid payment method in order to secure the Trial Period promotion. RAIN reserves the right, in its absolute discretion, to determine Customer's Trial Period eligibility.

b. The Trial Period shall begin on the earlier of: (i) Customer's activation of the Services or (ii) seven (7) days following the delivery date of the Ortho Devices to Customer. Unless Customer cancels one day prior to the expiration of the Trial Period in accordance with Section 11, Customer will be automatically charged an annual or monthly subscription fee to the credit card or other payment method on file as set forth in the Checkout Webpage.

6. Return of Ortho Devices.

a. In the event of termination, cancellation, or non-renewal, Customer shall return to RAIN all Ortho Devices in the same good working condition as they were originally provided by RAIN to Customer within thirty days of termination, cancellation, or non-renewal. Customers who fail to return the Ortho Devices to RAIN within the required time period for return will be charged a late return fee or a non-return fee of up to $600 per Ortho Device and will be subject to all other remedies available to RAIN for continued delay in return until the Ortho Devices are returned to RAIN.

b. In the event that RAIN determines at its sole discretion that the Ortho Devices have been returned to RAIN not in the same condition as they were originally provided by RAIN to Customer, subject to expected normal wear and tear, RAIN shall be entitled to charge Customer for the reasonable costs required to fix and refurbish the Ortho Devices, up to and including the cost of a new Ortho Device.

7. Damage to and Replacement of Ortho Devices.

a. Customer agrees to protect any and all Ortho Devices owned by RAIN and leased to Customer under the Checkout Webpage. Customer agrees to take reasonable care and not to sell, charge, assign, sub-lease, alter, tamper with, or allow a non-Authorized User to use the Ortho Devices. Customer shall promptly notify RAIN of any damage or theft to the Ortho Devices.

b. In the event that RAIN determines, in its sole discretion, that the Ortho Devices malfunctioned due to reasons other than (i) Customer's negligence or accident; (ii) use of the Service or Ortho Devices in a manner not authorized by this Agreement or any operator guide, (iii) use of the Ortho Devices in an environment with unsuitable humidity and/or line voltage, damage in transit, loss of data, loss of fluctuation of power, fire, floor or other natural causes; (iv) Customer's failure to use any applicable software updates; or (v) use of the Ortho Devices with any system other than the Services, Customer will be eligible for up to one (1) replacement device per Term (as defined below). Any and all additional replacements shall incur a replacement fee not to exceed $600.

8. Fee and Payment.

a. Fees.

i. Customer shall pay RAIN the fees as set forth on the Checkout Webpage

ii. RAIN reserves the right, at its sole discretion, to amend and update the fees. Such amendments and updates of fees will apply only with respect to future Terms

b. Payments. All payments on our Checkout Webpage must be executed through a valid credit card

c. Taxes. Unless otherwise specified in the Checkout Webpage the total fees include all taxes and other charges such as shipping and delivery charges, and government imposed surcharges.

9. No Repair Advice by RAIN. The information and materials contained in the Services, Other Licensed Materials, and Ortho Devices are provided to You for information purposes only. RAIN is not an automotive repair recommendation and we do not intend to provide any automotive repair recommendation services. RAIN disclaims all responsibility for any automotive repair information provided or conveyed via the Services, including relating to any automotive repair diagnosis or procedural information or determination. RAIN does not endorse, recommend, or assume any responsibility for the accuracy of any information or materials contained in the Services, Other Licensed Materials, or Ortho Devices or for any decision made or action taken or not taken in reliance, in whole or in part, on the Services or any information conveyed via the Services.

10. Intellectual Property Rights in the Services, Other Licensed Materials, and Ortho Devices. RAIN is the owner or licensor of all intellectual property rights including, but not limited to, copyright and trademark rights, in the Services, Other Licensed Materials, and Ortho Devices. You have no rights in the Services, Other Licensed Materials, or Ortho Devices other than the right to access and use the Services, Other Licensed Materials, and Ortho Devices pursuant to this Agreement and there shall be no licenses or rights implied under this Agreement, based on any course of conduct, or other construction or interpretation thereof. RAIN reserves all rights not expressly granted to you in this Agreement.

11. Term and Termination; Cancellation.

a. This Agreement begins on the date as set forth on the Checkout Webpage (the "Effective Date") and, unless earlier terminated in accordance with the terms hereof, shall continue for the duration of one (1) year from the Effective Date, unless otherwise stated on the Checkout Webpage or agreed upon in writing by the Parties (the "Term").

b. RAIN shall notify Customer in writing of any proposed changes in pricing or other terms applicable to the renewal period approximately thirty (30) days prior to the expiration of the then applicable Term. If Customer does not renew or terminates this Agreement prior to the expiration of the Term, this Agreement will renew subject to the same, existing terms and Customer's credit card or other payment method on file will be automatically charged.

c. To cancel the automatic renewal of this Agreement, Customer may contact RAIN using any of the methods under the "Contact Us" section below or by clicking here at least one day prior to the expiration of the Term.

d. The provisions of Sections 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 18, 21, and 23 shall survive the termination of this Agreement.

12. Nondisclosure. The Services, Other Licensed Materials, and Ortho Devices are proprietary and confidential information of RAIN and its partners are considered by RAIN to be a trade secret. You agree not to reveal or disclose any information regarding the Services, Other Licensed Materials, and Ortho Devices, directly or indirectly, to any third party at any time or in any manner except: (a) as may be expressly authorized in writing by RAIN in advance of any such disclosure; or (b) when such disclosure is ordered by a court of competent jurisdiction, subject to You giving prior notice to RAIN of any proceeding brought to compel disclosure to allow RAIN to seek a protective order or other relief preventing disclosure of information relating to the Services, Other Licensed Materials, and Ortho Devices. Information You obtain regarding the Services, Other Licensed Materials, and Ortho Devices based on your limited right to access and use the Services, Other Licensed Materials, and Ortho Devices pursuant to this Agreement shall be held by You in strict confidence under secure conditions, which in any event, shall be not less than the same security measures used by You to protect your proprietary, confidential and trade secret information. The obligations of nondisclosure in this paragraph do not apply to information that: (a) was already known to You from identifiable public sources at the time you first obtained information regarding the Services, Other Licensed Materials, and Ortho Devices; (b) has been independently developed by You without the benefit of information regarding the Services, Other Licensed Materials, and Ortho Devices; (c) becomes, or has become, publicly known through no wrongful act by You; or (d) has been, or is, received by You from a third party without restriction on disclosure and without breach of an obligation of confidentiality. The obligations of nondisclosure stated in this Agreement are in addition to protections afforded under the law including, but not limited to, copyright, trademark, patent and various privacy laws.

13. Restrictions. You shall not, or through any other party: (a) sell, lease, license or sublicense the Services, Other Licensed Materials, or Ortho Devices, in whole or in part; (b) decompile, disassemble, or reverse engineer the Services, Other Licensed Materials, or Ortho Devices, in whole or in part; (c) create any derivative works based on the Services, Other Licensed Materials, and Ortho Devices; (d) allow access to the Services, Other Licensed Materials, or Ortho Devices by anyone other than You; (e) provide, disclose, divulge or make available to, or permit use of, the Services, Other Licensed Materials, or Ortho Devices by any third party without RAIN's express prior written consent; or (f) attempt to gain access to, or permit anyone else to attempt to gain access to, the User Content of any other Authorized User.

14. Disclaimers; No Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAIN HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES, OTHER LICENSED MATERIALS, AND ORTHO DEVICES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, (A) ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND (B) WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE SERVICES, OTHER LICENSED MATERIALS, AND ORTHO DEVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RAIN ASSUMES NO RESPONSIBILITY FOR THE AVAILABILITY OF FUNCTIONALITY OF THE SERVICES, FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER CONTENT OR PERSONALIZATION SETTINGS. RAIN DOES NOT WARRANT THAT THE SERVICES, OTHER LICENSED MATERIALS, OR ORTHO DEVICES WILL OPERATE ERROR-FREE, THAT THE SERVICES, OTHER LICENSED MATERIALS, OR ORTHO DEVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS.

THE ABOVE PARAGRAPH APPLIES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW OR A DISCLAIMER OF OTHER WARRANTIES, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

RAIN DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OR THE RESULT OF USE OF THE SERVICES, OTHER LICENSED MATERIALS, OR ORTHO DEVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.

15. Limitations of Liability.

IN NO EVENT SHALL RAIN BE LIABLE FOR PERSONAL INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOST PROFITS, BUSINESS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES, OTHER LICENSED MATERIALS, OR ORTHO DEVICES, OR ANY DELAY IN THE RECOVERY OF ANY USER CONTENT, INABILITY TO RECOVER ANY USER CONTENT, OR BREACH OF USER CONTENT OR SYSTEM SECURITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF RAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL RAIN'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO RAIN DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY OR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.

16. Indemnification. You agree to indemnify, defend and hold harmless RAIN from any and all costs and expenses (including reasonable attorneys’ fees) associated with any third party claim arising from any breach by You of the terms and conditions of this Agreement, including but not limited to, (a) Your access to or use of the Services, Other Licensed Materials, and Ortho Devices in a manner not expressly authorized by this Agreement, (b) Your violation of this Agreement (c) Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right in connection with your use of the Services, Other Licensed Materials, or Ortho Devices; (D) any dispute or issue between You and any third party concerning the Services, Other Licensed Materials, or Ortho Devices; and (E) all claims pertaining to the Services, Other Licensed Materials, or Ortho Devices or your use of the Services, Other Licensed Materials, or Ortho Devices that arise from or allege negligence, fraud, or intentional misconduct committed by you. RAIN shall have the option to undertake and conduct the defense of any third party claim subject to indemnification by You.

17. Maintenance and Support of Ortho Devices. RAIN will make best efforts to respond to your support or maintenance requests related to Ortho Devices in a timely manner. To the extent you require such support or maintenance, please email us at t eam@heyortho.com or call +1-833-219-0780.

18. Dispute Resolution; Informal Resolution and Formal Resolution by Arbitration; Class Action Waiver. At IRAIN's sole discretion, it may require you to submit any disputes arising from this Agreement, the Services, Other Licensed Materials or Ortho Devices, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Utah law.

HERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND RAIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and RAIN agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

19. Updates to this Agreement. RAIN shall notify Customer in writing of any proposed changes in pricing or other terms under this Agreement. No change to or modifications of the terms as set forth in this Agreement shall be binding upon Customer unless expressly agreed to in writing by Customer and RAIN.

20. No Assignment. You may not assign this Agreement and any such purported assignment or transfer shall be void upon attempt.

21. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah. Venue for any action arising out of these Terms shall be in a court of competent jurisdiction in Salt Lake County, Utah.

22. Interpretation. 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.

23. Miscellaneous.

a. The relationship between You and RAIN is that of a licensee/licensor or lessee/lessor and nothing else.

b. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

c. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing in a document that specifically refers to this Agreement and such document is signed by You and RAIN.

d. This Agreement constitutes the full and complete understanding and agreement of the Parties hereto with respect to the subject matter covered herein and supersedes all prior and contemporaneous oral or written understandings and agreements with respect thereto.

e. If You are held by any court of competent jurisdiction to be in violation, breach or nonperformance of any of the terms of this Agreement, then You will promptly pay to RAIN all costs and reasonable attorney’s fees expended in connection with such action or suit, and any appeal.

24. Contact Information. You may contact us as follows:

RAIN Technology, Inc.

5526 W 13400 S #605

Herriman, Utah 84096

Email: team@heyortho.com

Phone Number: +1-833-219-0780