Terms and Conditions

TERMS OF SERVICE:

Dealer Subscription Agreement for the AMSOIL Dealer Lead Page Program

These Terms of Services ("Agreement") are a legally binding agreement between the user or subscriber of the Services ("Customer" or "you") and AIMCLEAR, LLC ("Service Provider", "Us", "We"). You are referred to herein as the "Customer" whether you are an unpaid user or a paid subscriber. By Ordering the Services you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "Customer" or "you" shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between you and AIMCLEAR, even though it is electronic and is not physically signed by you, and it governs your use of the Services.

DEFINITIONS

"Authorized Users" means Customer's employees, administrators and other designated third parties such as agents, consultants and contractors.

"Service Provider Subscription Services" means the products and services made available to you pursuant to this Agreement for the AMSOIL Dealer Lead Page Program (ADLPP) on a subscription basis and as identified on each Order; specifically including Public Cloud storage, Support, and access to the SaaS and Master Server.

"Customer Data" means any electronic data or information submitted, or backed-up, by Customer in connection with Customer's use of the Service Provider Subscription Services.

"Device" means a computer, tablet, smartphone, or any other electronic device used to access and use the Service Provider Subscription Services.

"Exhibit" means any exhibit referenced herein and attached hereto.

"Extension Term" shall have the meaning specified in Section 8.2.

"Fees" mean the fees charged by Service Provider for the Service Provider Subscription Services as identified on each Order. All Fees are nonrefundable unless otherwise noted hereunder.

"Initial Term" shall have the meaning specified in the Order between Service Provider and Customer.

"Permitted Use" shall have the meaning designated in Section 3.2 below.

"Master Server" means the Service Provider controlled server on which the SaaS is installed for user authentication and authorization, storage of encryption keys, and centralized policy management.

"Public Cloud" means the cloud-based off premises services provided by Service Provider on Service Provider's owned or controlled servers.

"Order" means a written order or purchase document pursuant to which Service Provider agrees to provide and Customer agrees to purchase specific a Service Provider Subscription Service.

"Routine Maintenance" means scheduled updating of the Service Provider Subscription Services on a monthly basis anywhere between 6pm Friday – 3am Monday central time, but not to exceed 12 hours.

"SaaS" means the Service Provider application software and Service Provider platform software, accessible for use by Customer on a subscription basis as part of Service Provider Subscription Services, and as set forth on each Order.

"Subscription Term" shall mean the Initial Term identified on each Order, for which Service Provider has committed to provide, and Customer has committed to pay for, the Service Provider Subscription Services, and any Extension Terms.

"Support" means the support and maintenance services performed by Service Provider related to the SaaS.

2. ORDERING AND SERVICES

2.1 Ordering Service Provider Subscription Services and Professional Services. Customer and Service Provider may execute one or more Orders related to the subscription to Service Provider Subscription Services. An Order will generally include an itemized list of the Service Provider Subscription Services as well as the Subscription Terms for such services.

2.2 Support. Support related to SaaS is included with the fees paid for use of the SaaS during the Subscription Term. Service Provider may update its Support obligations under this Agreement, from time to time, so long as the functionality and service level agreements purchased by Customer are not materially diminished. Service levels shall be as set forth in Exhibit B.

2.3 Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Service Provider regarding functionality or features.

3. USE OF THE SERVICE PROVIDER SUBSCRIPTION SERVICES AND PROPRIETARY RIGHTS

3.1 Service Provider Subscription Services. The Service Provider Subscription Services are purchased by Customer as subscriptions during a Subscription Term specified in each Order.

3.2 Permitted Use. Subject to the terms and conditions of this Agreement, Service Provider hereby grants during each Subscription Term, and Customer hereby accepts, solely for its internal use, a worldwide, non-exclusive, non-transferrable (except in accordance with Section 11.6), enterprise-wide, right to access, use, run and have run the SaaS on the Master Server ("Permitted Use"). The Permitted Use shall also include the right, subject to the conditions and restrictions set forth herein, to use the Service Provider Subscription Services by the number of Authorized Users identified on each Order.

3.3 Restrictions. Except as required by any third party software license applicable to the SaaS, Customer shall not:

(i) access or use any portion of the SaaS or Service Provider Subscription Services, except as expressly allowed by this Agreement;

(ii) disassemble, decompile or otherwise reverse engineer all or any portion of the SaaS;

(iii) use the SaaS or Service Provider Subscription Services for any unlawful purposes;

(iv) export the SaaS or Documentation, or allow access to the Service Provider Subscription Services, in violation of U.S. laws or regulations;

(v) except as permitted in this Agreement, subcontract, distribute, disclose, rent or lease the SaaS, Service Provider Subscription Services or Documentation, or any portion thereof, for third party use; or

(vi) modify, adapt or use the SaaS to develop any software application intended for resale which uses the SaaS in whole or in part.

3.4 Customer Feedback. Customer hereby grants to Service Provider an irrevocable, non-exclusive, perpetual, royalty-free, transferrable license, with right to sublicense, to use and incorporate into the SaaS any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer relating to the use of the SaaS and the Service Provider Subscription Services.

3.5 Customer Responsibilities. Customer is responsible for obtaining and maintaining a connection to the Internet with sufficient bandwidth and processing power to operate with the Service Provider Subscription Services. In addition to any Customer responsibilities and related requirements noted in this Agreement, Customer is responsible for all actions of its Authorized Users while accessing and using the Service Provider Subscription Services and SaaS, including without limitation, use of user names, passwords or other login credentials of Customer. Customer is responsible to prevent unauthorized access to, or use of, the Service Provider Subscription Services and shall notify Service Provider promptly of any unauthorized use of which it becomes aware. Customer is responsible for the security, quality, integrity, legality, reliability and appropriateness of all Customer Data in connection with Customer's use of the Service Provider Subscription Services and Customer Specifically understands that it shall not upload or otherwise cause any personal identifiable information (PII) to be loaded or saved. Customer will ensure that its access, collection, use, relocation, storage and disposition of Customer Data shall comply with all applicable data privacy laws. Customer shall reasonably cooperate with Service Provider in identifying the cause of any failure of the Service Provider Subscription Services to conform to or perform in accordance with the Documentation.

3.6 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Service Provider and/or its licensors reserve all right, title and interest in the SaaS, the Service Provider Subscription Services and Documentation, including all related intellectual property rights. Further, no implied licenses are granted to Customer.

3.7 Usage Data. You understand and agree that we may monitor your use of the SaaS, as well as the use of the SaaS by all of our users, and that we may use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such aggregated and anonymized information, provided that such information does not identify you, and once aggregated and anonymized, such data will constitute AIMCLEAR intellectual property. In addition, we may use the information that you submit to the SaaS without identifying you for purposes of improving the SaaS.

4. TITLE

4.1 Proprietary Rights. You agree that all rights, title, and interest in and to the ADLPP, including the technology underlying each of it, all modifications and any work product we create relating thereto, and all intellectual property rights in each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how, and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, are and will remain the sole and exclusive property of AIMCLEAR, its licensors or affiliates. This includes any derivative works, analytics reports, insights, or customized features created from information you submit to the Services. Except for access to the Services, no other rights are granted to you with respect to the ADLPP. AIMCLEAR reserves all rights not expressly granted in this Agreement.

4.2 Claims of Copyright Infringement. If you believe that your work has been used related to the Website or Services in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify AIMCLEAR at [email protected] or contact AIMCLEAR, LLC at: 9 W Superior Street #200, Duluth, MN 55802 (ATTN: CEO). You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing us with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail) in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that AIMCLEAR may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit AIMCLEAR to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature. On receiving the notification containing all of the information set forth above, AIMCLEAR will take whatever action, in its sole discretion, it deems appropriate, which may include notification to the alleged infringer, removal of the disputed use from the Services or termination of the posting account.

5. PAYMENT

5.1 Fees. Service Provider will charge Customer based on the subscription model chosen (annual, monthly, quarterly) for the Service Provider Subscription Services and any other services selected by Customer and provided by Service Provider in connection with this Agreement. Customer shall maintain a valid credit card in the payment system.

5.3 Taxes. Customer shall be responsible for the payment of all applicable taxes, customs fees and duties properly due and payable related to the Service Provider Subscription Services, with the exception of taxes imposed on the income of Service Provider.

5.4 Currency. All invoices and payments shall be in United States Dollars.

5.5 Price Increases. Service Provider Fees may be increased once per contract year. An increased level of service as contracted by Customer shall not be deemed a price increase.

5.6 Change in Fees. We reserve the right to monitor the number of users using your Account(s), as well as your use of the Services. You agree to pay the additional Fees if you exceed the limits of your Subscription Plan. You also agree to pay the Fees applicable to any additional Services you or any Authorized Users add, or any changes you or any Authorized Users make to your Subscription Plan, during the term of your Subscription Plan ("Subscription Term"). Such additional Fees will become effective as of the date of such addition or change and may not be decreased during your Subscription Term. We may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with AIMCLEAR) will become effective as of the first day of the renewal of your Subscription Term. We may also increase the Fees upon notice if we make changes in the Services at your request.

6. DISCLAIMER

Service Provider reserves the right to charge Customer, and Customer agrees to pay, Service Provider's then-current time and materials rates for the time Service Provider spends determining that an alleged problem does not in fact arise from the SaaS or Services provided by Service Provider under this Agreement.

EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AIMCLEAR HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SERVICE PROVIDER DOES NOT WARRANT THAT THE SAAS OR SERVICE PROVIDER SUBSCRIPTION SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.

7. SECURITY AND CONFIDENTIAL INFORMATION

7.1 Security. Customer and Service Provider agree to the terms of the Security Addendum attached hereto as Exhibit A.

7.2 SERVICE PROVIDER IS EXPRESSLY AUTHORIZED TO SHARE THE FOLLOWING INFORMATION, REGARDLESS OF ITS CONFIDENTIAL NATURE, WITH AMSOIL FOR PURPOSES OF AMSOIL DEALERSHIP RELATIONS, SECURITY AND OTHER BUSINESS PURPOSES:

ANY DATA ENTERED INTO THE SAAS INCLUDING, BUT NOT LIMITED TO: CUSTOMER NAME, ADDRESS, PHONE NUMBER, EMAIL ADDRESS, IP ADDRESS, AND BILLING INFORMATION. SEE EXHIBIT A FOR LIMITS OF WHAT DATA CAN BE INPUT INTO THE SAAS.

8. TERM AND TERMINATION

8.1 Term of Agreement. The term of this Agreement shall begin on the Effective Date and continue through the Initial Term, unless otherwise terminated as provided in this Section 8.

8.2 Subscription Term(s). Each Order will specify an Initial Term and the Subscription Term will terminate at the end of the Initial Term identified therein, unless either extended or earlier terminated as provided in this Section 8. Unless a party has given written notice to the other party at least 90 days prior to the end of the Initial Term (or the then current Extension Term), this agreement shall automatically renew for an Extension Term equal in duration to the Initial Term.

8.3 Effect of Termination. If the Parties agree to terminate the Agreement for reasons other than for breach and an Order is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order until termination of expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, in no event shall Customer be entitled to a refund of any prepaid Fees upon termination.

8.4 Termination for Cause. The non-breaching Party may terminate this Agreement, if the other Party is in material breach of this Agreement and fails to cure such breach within 30 days after the non-breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest.

Service Provider may, without liability, immediately suspend or terminate any or all Orders if any Fees owing under this Agreement are past due.

8.6 Survival. Any provision of this Agreement expressly, by implication, or necessity, contemplates performance or observance subsequent to the termination of this Agreement will survive termination of the Agreement and continue in full force and effect. Notwithstanding the foregoing, all rights granted hereunder shall terminate the latter of the termination or expiration date of the Agreement or Order.

8.8 Customer Data Post Expiration or Termination. Once the Subscription Term has expired, or is terminated, Customer's Data will no longer be stored or accessible. Service Provider recommends that Customer download all Customer Data before expiration or termination of the applicable Subscription Term. Upon termination, Service Provider will have no obligation to maintain the Customer Data, and will thereafter delete or destroy all copies of the Customer Data in the Public Cloud or otherwise in its possession or control.

8.9 Suspension. AIMCLEAR reserves the right to monitor compliance with this Agreement. AIMCLEAR may, without prejudice to our rights under this Agreement or applicable law, suspend any or all of the Services, effective immediately upon notice (which may be electronic) if (a) AIMCLEAR determines in good faith that your use of the Services violates any applicable law, the terms of this Agreement or the rights of any third party; (b) we are prohibited by court order or order of another governmental authority from providing access to the Services; or (c) we reasonably determine that the Services are being used for any abusive, illegal or fraudulent activity that the Services are subject to a security incident, denial of service attack, or other event that impacts the security of the Services or any User Content. Such suspension may apply to specific jurisdictions, lines of business, a specific customer or customers, or a group of users. If you are a Customer of Paid Services, AIMCLEAR will use commercially reasonable efforts to give you thirty (30) days after notice of suspension to back up your data stored in the Services, after which we may remove it entirely from our servers. If you have any amounts due that remain unpaid for ten (10) days following your receipt of notice of non-payment, or if we are unable to process payment through your billing account on record, we may suspend your access to any or all of the Services, provided we will not suspend the portion of the Services for which you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Services, or portion thereof, are suspended for non-payment, we may charge a re-activation fee to reinstate the Services. Nothing in this section limits our right to terminate this Agreement for cause as outlined above.

9. INDEMNITY

9.1 Indemnity Obligations of Customer. Customer agrees to indemnify, hold harmless and defend Service Provider and its directors, officers, employees and agents (collectively "Service Provider Indemnitees") from and against all losses, liabilities, damages, claims and expenses of any third party unaffiliated with either Party to this Agreement, including the Service Provider Indemnitees' reasonable attorneys' fees and court costs, arising out of or relating to any claim by any third party alleging that Customer has breached any of its obligations as set forth in this Agreement, provided that: (i) Service Provider notifies Customer promptly in writing of any such claim, provided any failure to provide such prompt notice shall alter Customer's obligations hereunder only to the extent Customer is materially prejudiced thereby; (ii) Service Provider cooperates with Customer in all reasonable respects in connection with the investigation and defense of any such claim; and (iii) Customer shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise, provided any final settlement shall require the consent of Service Provider. In all events, Service Provider shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing at Service Provider's own cost.

10. LIMITATION OF LIABILITY

10.1 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL SERVICE PROVIDER BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER SERVICE PROVIDER SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; OR (D) FOR ANY MATTER BEYOND SERVICE PROVIDER'S REASONABLE CONTROL, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.

10.2 LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICE PROVIDER SUBSCRIPTION SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 5 ABOVE.

11. GENERAL

11.1 Relationship of the Parties. Service Provider and Customer acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations.

11.2 Subcontractors. Service Provider agrees that it shall be solely responsible for all acts and omissions of its subcontractors to the same extent Service Provider would be responsible if committed directly by Service Provider.

11.3 Headings. The various Section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit or expand the intent of the Parties.

11.4 Amendment. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. Notwithstanding the foregoing, Service Provider retains the right to revise Service Provider policies referenced herein at any time, so long as the revisions are reasonable and consistent with industry practices, legal requirements or the requirements of any third party suppliers.

11.5 Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.

11.6 Assignment. Customer may not assign this Agreement, without the prior written consent of Service Provider. For purposes of this Section, the term "assign" and "assignment" shall include, without limitation, any assignment (by operation of law or otherwise) to any successor or assign that has acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void.

11.7 No Third-Party Beneficiaries. Subject to Section 11.6, this Agreement is binding upon, and insures solely to the benefit of, the Parties hereto and their respective permitted successors and assigns; there are no third party beneficiaries to this Agreement.

11.8 Changes. WE MAY CHANGE THE TERMS OF THIS AGREEMENT, INCLUDING THE ADDITIONAL TERMS REFERENCED HEREIN, FROM TIME TO TIME BY POSTING THE UPDATED AGREEMENT ON THE WEBSITE. YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT https://amsoil.aimclear.com/terms OR A SUCCESSOR URL THAT WE MAY DESIGNATE. THE REVISED TERMS AND CONDITIONS WILL BECOME EFFECTIVE IMMEDIATELY AFTER WE POST THE UPDATED TEXT ON THE WEBSITE, PROVIDED THAT MATERIAL CHANGES WILL TAKE EFFECT THIRTY (30) DAYS AFTER WE POST THEM. IF YOU USE THE SERVICES AFTER SUCH DATE, SUCH USE WILL CONSTITUTE ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT ANY MATERIAL CHANGES TO THESE TERMS, YOU MAY TERMINATE THE SERVICES DURING THE NOTICE PERIOD WITHOUT PENALTY. We also reserve the right to modify the Services from time to time in our sole discretion. If any change to this Agreement is not acceptable to you, or if any change we make to the Services is a material reduction in functionality, you may, as your sole remedy for such change, stop using the Services and send a cancellation request through the form located at https://amsoil.aimclear.com/dashboard/cancel.

11.9 Remedies Not Exclusive. Unless expressly stated otherwise, the remedies in this Agreement shall not be exclusive of any other remedy either Party may have against the other Party at any time, and shall not limit either Party's ability to seek other remedies available under law or in equity. Unless expressly stated otherwise, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.

11.10 Waiver of Contractual Right. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

11.11 Applicable Law and Dispute Resolution. Any questions, claims, disputes or litigation arising from or related to the making, performance or alleged breach of this Agreement, or to any available remedies hereunder, (a "dispute"), shall be governed by the laws of the State of Minnesota, without regard to its choice of law principles. All disputes shall be resolved as follows: (i) upon receipt of written notice of dispute (the "notice"), by in-person negotiation between business representatives of the Parties who have authority to fully resolve the dispute; (ii) if within sixty (60) days receipt of the notice the dispute has not been fully resolved, then the Parties shall conduct a confidential mediation using a mediator, rules and at a location mutually acceptable to the Parties (with the cost of mediation equally shared); (iii) if the dispute is not resolved in accordance with provisions (i) or (ii) of this Section 11.11, either Party may commence litigation; provided that any lawsuit must be filed and maintained in the state or federal courts located in St. Louis County, Minnesota.

11.12 Entire Agreement. This Agreement, together with all Exhibits and Orders referenced herein, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings, quotations, communications and agreements. Customer and Service Provider agree that any and all Exhibits and Orders are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) the terms of this Agreement; (2) Exhibits (excluding Orders) hereto; (3) Orders.

11.14 Reference. Notwithstanding any other terms to the contrary contained herein, Customer grants Service Provider the right to use Customer's name in customer lists and marketing materials. In the event Service Provider intends to disclose information other than Customer's name, such as, but not limited to, dollar amount of sale, project timelines, project objectives and/or use Customer's logo, trade or service marks, Service Provider will obtain Customer's prior written approval.

11.15 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations hereunder on account of strikes, terrorist activity, shortages, riots, insurrection, fires, floods, power outages, storms, cybercrime, explosions, war, governmental action, labor conditions, earthquakes, terrorism, supplier bankruptcy or default, failure, delay or interruption by third parties, including without limitation, communications providers, or any other cause which is beyond either Party's reasonable control.

11.16 Injunctive Relief. Service Provider is entitled to obtain injunctive relief if Customer's use of the Service Provider Subscription Services or SaaS is in violation of any restrictions set forth in this Agreement.

EXHIBIT A – SECURITY ADDENDUM

As a condition to using the Service Provider Subscription Services, each Authorized User of the Service Provider Subscription Services will be required to register using a valid email address, which shall serve as the User ID. Each Authorized User will set and manage their own password. Customer will provide accurate and complete registration information and will update Customer registration information, as necessary, to keep it current.

Encryption Standards. The SaaS uses industry-standard, strong encryption algorithms to secure Customer Data prior to any transmission from the Device where the Customer Data resides. Customer Data remains encrypted at Service Provider's Public Cloud secure data centers. All encryption and key management is provided and administered by Service Provider. Customers and Authorized Users may not supply or manage their own encryption keys.

Permitted Data. The SaaS is not designed to host or process personally identifiable information (PII), personal health information (PHI), financial account information, or any other regulated or sensitive data. Customers and Authorized Users must not upload or store such information in the SaaS. Only business contact information, which is generally intended to be public, may be entered into the system. Customer is solely responsible for ensuring compliance with this restriction.

Safekeeping of Credentials. Customers and Authorized Users are responsible for safeguarding their login credentials, including User IDs (email addresses) and passwords. Service Provider manages all encryption keys and related security controls. Authorized Users are prohibited from supplying or attempting to use private encryption keys. In the event an Authorized User loses or compromises their login password, Service Provider will provide account recovery procedures, but loss of credentials may result in loss of access to Customer Data.

Service Provider Security. Service Provider shall (i) use commercially reasonable efforts to maintain appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful transfer, processing or alteration, and against accidental access, loss, damage, processing, use, transfer or destruction; (ii) use commercially reasonable efforts to provide reliable and secure systems operated by or on behalf of Service Provider that process such data and information in connection with this Agreement; (iii) promptly notify Customer in writing of any (a) breach or suspected breach of the security of any such systems that may have resulted in the compromise of such data and information, or (b) other unauthorized access to or use of such data and information, or Service Provider's reasonable belief that such access or use may have occurred; and (iv) cooperate with Customer with respect to any such breach or unauthorized access or use.

Information Collected via the Internet. Service Provider SaaS may automatically use the Internet to search for updates, such as, but not limited to, bug fixes and security updates, for the Service Provider Subscription Services. Such updates may install automatically as part of the Public Cloud. The SaaS may also contact Service Provider to verify the status of any Service Provider Subscription Services and to confirm authorized Permitted Use. Devices with installed SaaS may also be tracked by Service Provider (such as via Internet Protocol address) to locate where that Device is located so that Customer and its Authorized Users can locate their Devices.

Termination. Service Provider may, without liability, suspend or terminate any or all Service Provider Subscription Services to some or all of its Authorized Users: (a) following a possible or actual security breach or cyber-attack on Service Provider; (b) in order to protect Service Provider's network; (c) if required by a governmental entity; (d) if an Authorized User is using a Device that is defective or illegal; (e) if an Authorized User's Device is causing technical or other problems to Service Provider's environment; or (f) upon termination of an Order or the Agreement.

EXHIBIT B – SLA

The Master Server will be available 99.9% of the time as measured on a monthly basis ("Uptime Availability"), excluding Routine Maintenance; reasonable downtime of Service Provider computers from interruption, termination, or failed operation of the Internet, private intranet, or of third party telecommunication services and force majeure events. If Service Provider is not in compliance with this obligation in any 30-day period during the Term of this Agreement, Customer can request a credit in the amount of 20% of the fee for the month the downtime occurred. The credit will be applied to the next payment.