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Knowledge Assistant Licensing Agreement M 9. LIMITATION OF LIABILITY 9.1. Limitation: Licensor's liability for damages hereunder shall in no event exceed the amount of fees paid by licensee to licensor under this agreement, Licensor agrees to indemnify, hold harmless and defend Licensee and the employees, officers and agents of Licensee from any liabilities, damages, losses, claims, actions or proceedings, including,without limitation, reasonable attorneys' fees and costs, to the extent that such liabilities, damages, losses, claims, actions or proceedings are caused by the negligence, errors, omissions, recklessness or intentional misconduct of Licensor or the employees or agents of the Licensor(1) in the performance of the agreement, or(2) which are, or are not, based upon or arising out of the professional services of Licensor, to the full extent allowed by law. 10. GENERAL 10.1. Governing Law and Dispute Resolution:This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. By using Madison Al (Software),you agree that any disputes, claims, or controversies arising out of or relating to the use of the Software, including but not limited to performance, data use, or service-related issues (collectively referred to as "Disputes"), will be resolved exclusively through mediation as the initial step in the dispute resolution process, in accordance with the laws of the State of California. 10.2, Entire Agreement:This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. 10.3. Amendments: No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. 10.4. Waiver: No waiver of any term or condition of this Agreement shall be deemed a continuing waiver or a waiver of any other term or condition. 10.5. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 10.6. Assignment: Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Licensor. IN WITNESS WHEREOF,the parties have executed this Licensing Agreement as of the Effective Date. Madison Artificial Intelligence, Inc. The City of Santa Ana By: z By: - ----------- --- ATTESTE Name: Erica Olsen Name: _Sonia A. Carvalho------ Title: CEO/Co-Founder Title: City Attorney________ __ . ;. Date: 05/13/26 r;nni r Date: le- 5??Lander Street-Reno,NV 89509 1 helloPmadisonai.cum I N-,,-4 of