A of Licensed Software to Customer, Seeloz will issue to Customer, no later than ten (10) days after payment of the Fees for the Licensed Software pursuant to Section 5.1 (Fees), one (1) copy of such Licensed Software, along with one (1) copy of the Documentation by electronic means. Customer acknowledges that no source code for the Licensed Software will be provided to Customer. Copies. Customer may make a reasonable number of machine-readable copies of the Licensed Software delivered to Customer for backup or archival purposes. Customer will maintain accurate and up-to-date records of the number and location of all copies of the Licensed Software and inform Seeloz in writing of such location upon Seeloz’ request. All copies of the Licensed Software will be subject to all terms and conditions of this Agreement. Whenever Customer is permitted to copy all or any part of the Licensed Software, Customer will reproduce and not efface any titles, trademark symbols, copyright symbols and legends, and other proprietary markings in the Licensed Software. Feedback. Customer may provide feedback to Seeloz concerning the functionality of, and enhancements and changes to, the Seeloz Technology from time to time, including without limitation identifying errors and potential improvements (“Feedback”). Such Feedback includes any comments or content posted by Customer on Seeloz websites regarding the Seeloz Technology or provided to Seeloz personnel. Customer hereby grants to Seeloz a worldwide, irrevocable, perpetual, royalty-free license to use and otherwise exploit such Feedback without restriction, including, without limitation, utilizing and displaying such Feedback in connection with the Seeloz Technology, Seeloz’ other products and services, and/or providing Professional Services and Maintenance and Support Services. The Parties acknowledge and agree that notwithstanding anything to the contrary herein, such Feedback will not be deemed the Confidential Information of Customer, and Seeloz has the right to modify, disclose and/or remove from display any such Feedback in its sole discretion. Data. Except for the limited rights granted in this Agreement, Customer retains all of its rights, title and interest in the Customer Data. Customer hereby grants to Seeloz and its affiliates a worldwide, irrevocable, perpetual, royalty-free, and non-exclusive license to (a) use, host, copy, transmit and display all Customer Data for the purposes of performing its obligations under this Agreement, (b) view, modify, collect and use meta-data derived from the Customer Data solely for the purpose of providing the Seeloz Software to Customer, and (c) use log and other de-identified information related to Customer’s use of the Seeloz Software (“Usage Data”) and aggregate it with statistical information from other Customers, for Seeloz’ business purposes, including to improve the Seeloz Technology and to develop new features or functionality related to the Seeloz Technology or Seeloz’ other products or services. Seeloz will have no obligation to hereunder to obtain any third-party data for Customer or pay any usage fee therefor. Customer is responsible for the accuracy, quality and legality of any data created or provided by Customer (including any Customer Data) and all data derived therefrom and the means by which Customer acquired such data, and Customer will obtain all permissions or approvals from each applicable data source as may be necessary or required to comply with applicable laws and/or to provide such data to Seeloz in connection with the delivery of the Seeloz Software in accordance with this Agreement. Customer will not process or store any Customer Data on the Seeloz Software that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State or is Protected Health Information (as defined in HIPAA). Third Party Services. Seeloz may make available to Customer third party services that interoperate with the Seeloz Software or Licensed Software (“Third Party Services”). Any exchange of data between Customer and any Third Party Service is solely between Customer and the applicable Third Party Service provider. Except as specified in a SaaS License Seeloz does not warrant or support Third Party Services, whether or not they are designated by Seeloz as “certified” or otherwise. If any Third Party Services provider ceases to make the Third Party Service available for interoperation with the Seeloz Software or any feature thereof on terms deemed reasonable by Seeloz, then Seeloz may cease providing such features without refund, credit, or any other compensation or liability to Customer. Reservation of Rights. Except for the limited rights granted in Sections 2.1 (Software License) and 2.2 (Right to Access the Seeloz Software), Seeloz and its licensors will own and retain all right, title and interest in and to the Seeloz Technology (including any work product resulting from Professional Services) and all intellectual property rights therein and thereto. Nothing in this Agreement will constitute a transfer of any ownership rights by Seeloz to Customer in any Seeloz Technology. All rights in the Seeloz Technology not expressly granted in this Agreement are reserved by Seeloz and its licensors. Professional Services The Parties may (but are not obligated to) enter into a separate agreement for the provision of any installation, consulting, training, or other professional services by Seeloz for Customer (“Professional Services”). Maintenance and Support for the Licensed Software In the event that Customer orders Licensed Software under a SaaS License then, subject to Customer’s compliance with this Agreement, including timely payment of all applicable Fees, Seeloz will use commercially reasonable efforts to provide Customer with the agreed upon maintenance and support services for such Licensed Software during the applicable Subscription Term (“Maintenance and Support Services”). Unless otherwise agreed under a SaaS License, the Maintenance and Support Services are as specified in Exhibit A. Customer will provide Seeloz with access (including, if applicable, remote access) to Customer’s servers and systems as reasonably requested by Seeloz to perform Maintenance and Support Services. Customer acknowledges that Seeloz will have no liability or responsibility for any loss resulting from the lack of remote access to Customer’s servers or for changes to the server software or configuration that were not made by Seeloz personnel. Fees and Payment Fees. In consideration for the rights and licenses granted pursuant to Section 2 (License Grant and Restrictions), Customer will pay the fees (“Fees”) of the type, amount and payment schedule set forth in each SaaS License, which may include without limitation subscription, deployment, Maintenance and Support Services, and other fees. Except as otherwise specified in this Agreement Customer’s payments are non-cancelable and any Fees paid are non-refundable and non-recoupable. Unless otherwise agreed, the Fees for any Renewal Term of a SaaS License may be increased by providing written notice to Customer at least sixty (60) days before such SaaS License is set to renew. Invoicing and Payment. Unless otherwise stated in a SaaS License, all Fees are due in advance. Unless otherwise stated in a SaaS License, Fees are due ten (10) days from the invoice date. Customer must provide complete and accurate billing and contact information to Seeloz and notify Seeloz of any changes. To the extent that Customer orders the Licensed Software, Maintenance and Support Services and/or Professional Services from a channel partner authorized by Seeloz, Customer’s payment may be to the channel partner as agreed in the order for such items that has been approved by Seeloz. Overdue Charges. If any invoiced amount is not received by Seeloz by the due date, then without limiting Seeloz’ rights or remedies, (a) Seeloz may condition Customer’s future subscription renewals and SaaS Licenses on shorter payment terms; and (b) Seeloz may, in its sole discretion, suspend Customer’s access to the Seeloz Software and/or suspend Maintenance and Support Services and/or Professional Services until the overdue amounts and any applicable late fees are paid in full. Taxes. Seeloz’ fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales and use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If Seeloz has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 5.4 (Taxes), Customer will pay that amount when invoiced unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Seeloz is solely responsible for taxes assessable against it based on its income, property and employees. Audit Rights. Upon five (5) days’ written notice, but no more frequently than once per calendar quarter, Customer will provide Seeloz (or its auditor or designee) with reasonable access to Customer’s business premises during normal business hours to conduct an audit of Customer’s records and systems to verify compliance with this Agreement, including, without limitation, verification regarding any restrictions on use of the Seeloz Technology. Customer will provide full cooperation to the auditors during any such audit. Seeloz will bear the costs of any such audit, except that if Customer is found to have violated the terms and conditions of this Agreement, Customer will reimburse Seeloz for all expenses incurred in connection with the audit in addition to any and all remedies available to Seeloz in law or equity. Furthermore, if such audit reveals that Customer has violated any of the restrictions set forth in Section 2.1 (Software License), 2.2 (Right to Access the Seeloz Software) or 2.4 (Additional Restrictions), then (a) if approved by Seeloz, Customer may expand the scope of the license granted herein upon payment of additional license fees for such expanded scope based on Seeloz’ then-current price list or as otherwise agreed by the Parties, or (b) if Customer fails to pay for such expanded scope, Seeloz may immediately terminate this Agreement. Additional Licenses. Subject to Section 5.5 (Audit Rights), and provided that Customer is then in full compliance with all of the terms and conditions of this Agreement, Customer will have the option, subject to Seeloz’ approval, to expand the scope of the license granted herein to increase the number of Users or otherwise increase the limitations set forth in a SaaS License by entering into a new SaaS License, upon payment of additional license fees for such expanded scope subject to the then-current, or as otherwise agreed with Seeloz and/or the channel partner authorized by Seeloz. Warranties and Limitation of Liability Limited Warranty. Seeloz warrants to customer that any Licensed Software ordered under a SaaS License will perform substantially in accordance with the Documentation following delivery of the Licensed Software to Customer as set forth in Section 2.5 (Delivery). Sole Remedy and Warranty Limitation. Seeloz’ sole and exclusive liability and Customer’s sole and exclusive remedy for failure of the Licensed Software to conform to the warranty in Section 6.1 (Limited Warranty) will be for Seeloz to use commercially reasonable efforts to provide a bug-fix, patch or workaround for the nonconforming Licensed Software. The warranty set forth in Section 6.1 (Limited Warranty) is made to and for the benefit of Customer only. The warranty set forth in Section 6.1 (Limited Warranty) will apply only if: (a) Seeloz is promptly notified in writing upon discovery of a defect by Customer and Seeloz’ examination of the Licensed Software discloses that such defect exists; (b) the Licensed Software, including all Software Updates and workarounds, has been properly installed and used at all times in accordance with instructions provided by Seeloz; and (c) no modification, alteration or addition has been made to the Licensed Software by persons other than Seeloz or Seeloz’ authorized representative. Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION 6 (WARRANTIES AND LIMITATION OF LIABILITY), THE SEELOZ TECHNOLOGY, PROFESSIONAL SERVICES AND MAINTENANCE AND SUPPORT SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND SEELOZ MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SEELOZ TECHNOLOGY OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. SEELOZ HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. SEELOZ DOES NOT WARRANT OR SUPPORT ANY THIRD PARTY WEBSITE, SERVICE, CONTENT OR FUNCTIONALITY. SEELOZ DOES NOT WARRANT THAT THE SEELOZ TECHNOLOGY WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS SECURITY MEASURES WILL PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA. Limitation of Liability. IN NO EVENT WILL SEELOZ BE LIABLE FOR ANY LOSS OF PROFITS OR BUSINESS REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF ANY OTHER ECONOMIC ADVANTAGE, OR COST OF COVER OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, TREBLE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF THE SEELOZ TECHNOLOGY, PROFESSIONAL SERVICES OR MAINTENANCE AND SUPPORT SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR ANY OTHER CLAIM OR CAUSE OF ACTION, EVEN IF SEELOZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SEELOZ’ TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF THE SEELOZ TECHNOLOGY, PROFESSIONAL SERVICES OR MAINTENANCE AND SUPPORT SERVICES PERFORMED HEREUNDER WILL NOT, IN ANY EVENT, EXCEED THE AMOUNTS PAID BY CUSTOMER TO SEELOZ UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENTS WHICH GAVE RISE TO THE DAMAGES. Basis of Bargain; Failure of Essential Purpose. Customer acknowledges that Seeloz has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations of liability and disclaimers set forth in this Agreement will survive and apply even if found to have failed of their essential purpose. The provisions of this Section 6 (Warranties and Limitation of Liability) will only apply to the extent such provisions are not prohibited by applicable law. Indemnification By Seeloz. Seeloz will defend and pay damages awarded, or at its option settle (and pay amounts agreed in a monetary settlements), any claim brought against Customer to the extent it alleges that the Licensed Software (as delivered to Customer and used as authorized in this Agreement) or the Seeloz Software (when used by Customer as authorized in this Agreement) infringes any copyright, trade secret or trademark of any third party; provided that in each case Customer provides Seeloz with (a) prompt written notice of such claim; (b) sole control over the defense and settlement of such claim; and (c) all information and assistance reasonably requested by Seeloz in connection with the defense or settlement of such claim. In the event any such claim is brought or threatened, Seeloz may, at its sole option and expense: (i) procure for Customer the right to continue use of the Licensed Software, Seeloz Software or infringing part thereof, as applicable; (ii) modify or amend the Licensed Software, Seeloz Software or infringing part thereof, as applicable, to make it non-infringing; (iii) replace the Licensed Software, Seeloz Software or infringing part thereof, as applicable, with non-infringing software or technology having substantially similar capabilities; or (iv) terminate any applicable SaaS Licenses and/or this Agreement and repay to Customer a pro-rata portion of any prepaid license or subscription Fees. Notwithstanding the foregoing, Seeloz will have no liability to Customer for any claim of infringement to the extent such claim arises out of or is based upon (1) use of the Seeloz Technology in combination with software, products or services not provided by Seeloz; (2) any modification of the Licensed Software or Seeloz Software, in whole or in part, not made or authorized by Seeloz; (3) failure to use the Seeloz Technology in accordance with this Agreement, or Documentation or instructions provided by Seeloz, or otherwise using the Licensed Software for purposes for which it was not designed or intended; (4) Software Updates provided by Seeloz to comply with the designs, requirements or specifications requested by Customer; (5) use of any specified release of the Licensed Software after Seeloz notifies Customer that continued use of such release may subject Customer to a claim of infringement, if Seeloz provides Customer with a replacement release, or (6) Customer Data or any content or materials provided by Customer. THE FOREGOING PROVISIONS OF THIS SECTION 7 (INDEMNIFICATION) STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF SEELOZ, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR TRADE SECRET OR OTHER PROPRIETARY RIGHT BY THE SEELOZ TECHNOLOGY OR ANY PART THEREOF. By Customer. Notwithstanding anything to the contrary in Section 7.1 (Indemnification by Seeloz), Customer will defend and pay damages awarded, or at its option settle (and pay amounts agreed in a monetary settlements), any claim brought against Seeloz alleging that the use by or on behalf of Seeloz in accordance with this Agreement of the Customer Data or any other content or materials provided by Customer infringes or misappropriates any third party’s rights or violates applicable laws; provided that Seeloz provides Customer with (a) prompt written notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Notwithstanding the foregoing, Seeloz may appear, at its own expense, through counsel reasonably acceptable to Customer. Confidential Information Definition. “Confidential Information” means (i) any information disclosed (directly or indirectly) by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement this is marked as “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature; and (ii) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself. Notwithstanding the foregoing, the Licensed Software, features and aspects of the Seeloz Software which are not generally publicly accessible without the payment of fees, and the Documentation is the Confidential Information of Seeloz. Exceptions. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession. Non-Use and Non-Disclosure. Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each Party agrees not to disclose or permit to be disclosed, either directly or indirectly, any Confidential Information of the other Party to third parties or to such Party’s employees, except to those employees of the Receiving Party with a need to know. Maintenance of Confidentiality. Each Party agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party will take at least those measures that it takes to protect its own most highly confidential information and will ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement substantially as protective of the other Party’s Confidential Information as the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither Party will make any copies of the Confidential Information of the other Party unless previously approved in writing by the other Party. Either Party will reproduce the other Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. Compelled Disclosure. If a Receiving Party is compelled by law, regulation or a court of competent jurisdiction to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will promptly notify the Disclosing Party so that it may seek a protective order or other appropriate remedy. The Receiving Party agrees to cooperate at the Disclosing Party’s expense in seeking such order or other remedy. If disclosure is ultimately required, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, exercise reasonable efforts to obtain assurance that it will receive confidential treatment, and continue to treat such Confidential Information in accordance with its obligations under this Section 8 (Confidential Information). Term and Termination Term. This Agreement will commence on the Effective Date (defined below) and will remain in force until terminated in accordance with this Agreement. Each SaaS License will start on such SaaS License’s effective date (“Effective Date”) and, unless terminated earlier in accordance with the terms hereof, will continue until the expiration of the initial term specified in such SaaS License (“Initial Term”). Thereafter, if indicated in the SaaS License, the SaaS License will automatically renew for immediately successive renewal terms(s) (each, a “Renewal Term,” and together with the Initial Term for such SaaS License, the “Subscription Term”), unless either Party provides written notice of non-renewal at least thirty (30) days before the expiration of the then applicable term. Termination by Customer. If ordered directly from Seeloz or if allowed by the SaaS License, any SaaS License may be terminated by Customer upon thirty (30) days prior written notice to Seeloz, with or without cause. Upon termination of a SaaS License, the rights and licenses granted to Customer in Sections 2.1 (Software License) and 2.2 (Right to Access the Seeloz Software) will immediately cease with respect to such SaaS License, access to the Seeloz Software ordered under such SaaS License will be suspended (if applicable), Customer has thirty (30) days to request return of Customer Data stored on the Seeloz Software under such SaaS License (after which time, Seeloz has no further obligation to store or permit the retrieval of such data), and Customer will have no further rights to use the Licensed Software or Documentation which were provided in accordance with such SaaS License (if applicable). This Agreement may be terminated by Customer if all SaaS Licenses have expired or been terminated upon thirty (30) days prior written notice to Seeloz, with or without cause. Any termination by Customer in accordance with this Section 9.2 (Termination by Customer) is subject to Customer not being entitled to a refund of any portion of any applicable Fees. Termination by Seeloz. Seeloz may, by providing written notice to Customer, terminate this Agreement and/or any SaaS Licenses if any of the following events (“Termination Events”) occur: (a) all SaaS Licenses have expired or been terminated; (b) Customer fails to pay any amount due within thirty (30) days after Seeloz provides Customer with written notice of such nonpayment; or (c) except as addressed in Section 9.3 (Termination by Seeloz), Customer is in material breach of any term, condition or provision of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after Seeloz provides Customer with written notice of such breach. Effect of Termination. If any Termination Event occurs, termination will become effective immediately or on the date set forth in the written notice of termination. Upon termination of this Agreement for any other reason: (a) the rights and licenses granted to Customer in Sections 2.1 (Software License) and 2.2 (Right to Access the Seeloz Software) will immediately cease, all SaaS Licenses will be deemed terminated, access to the Seeloz Software will be suspended, and Customer will have no further rights to use the Licensed Software or Documentation; (b) any and all payment obligations of Customer under this Agreement will become due immediately; (c) Customer has 30 days to request return of Customer Data stored on the Seeloz Software (after which time, Seeloz has no further obligation to store or permit the retrieval of such data), and (d) within thirty (30) days after such termination, each Party will return all Confidential Information (including without limitation the Licensed Software, Documentation, and all copies thereof) of the other Party in its possession at the time of termination and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement. Survival. The following provisions will survive any termination of this Agreement: Sections 1 (Definitions), 2.3 (Customer Responsibilities), 2.4 (Additional Restrictions), 2.7 (Feedback), 2.8 (Data), 2.10 (Reservation of Rights), 5 (Fees and Payment), 6 (Warranties and Limitation of Liability), 7 (Indemnification), 8 (Confidential Information), 9.4 (Effect of Termination), 9.5 (Survival) and 10 (Miscellaneous. Miscellaneous Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Customer, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Seeloz, which consent will not be unreasonably withheld. Any attempted assignment without such consent will be null and void. Seeloz may freely assign or transfer this Agreement, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Relationship of Parties. Nothing contained in this Agreement will be construed as creating any agency, partnership or other form of joint enterprise between the Parties. The relationship between the Parties shall at all times be that of independent contractors. Neither Party will have the authority to contract for or bind the other in any manner whatsoever. This Agreement confers no rights upon either Party except those expressly granted herein. Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by first class registered mail, or air mail, as appropriate or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address first set forth above. Either Party may change its address for notice by providing notice to the other Party in accordance with this Section 10.3 (Notices). Notices will be deemed to have been given at the time of actual delivery in person, three (3) business days after deposit in the mail as set forth above or one (1) day after delivery to an overnight courier service. Federal Government End Users. Any Seeloz Technology provided for ultimate federal government end use is provided solely in accordance with the following: Government technical data and software rights related to the Seeloz Technology include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Seeloz to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. Force Majeure. Except for the obligation to pay money, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, act of God, earthquake, epidemic or pandemic, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed Party: (a) gives the other Party notice of such cause and (b) uses its reasonable commercial efforts to correct such failure or delay in performance. Export Control. Customer agrees to comply with all applicable export control laws and regulations. Customer will not sell, export, reexport, transfer, divert or otherwise dispose of, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business. Publicity. Each Party agrees that it will not, without the prior written consent of the other in each instance: (i) use in advertising, publicity, or public relations, the name of the other Party, any affiliate of the other Party, or any partner, officer, shareholder or employee of the other Party or (ii) represent, directly or indirectly, that any product or service provided by such Party has been approved or endorsed by the other Party provided, however, that notwithstanding anything in this Agreement to the contrary, Seeloz may list Customer as a licensee, customer or client of Seeloz in its promotional and marketing materials, including its website. Waiver. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be a waiver of such Party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action. No exercise or enforcement by either Party of any right or remedy under this Agreement will preclude the enforcement by such Party of any other right or remedy under this Agreement or that such Party is entitled by law to enforce. Purchase Orders. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Customer may use in connection with the acquisition or licensing of the Seeloz Technology will have any effect on the rights, duties or obligations of the Parties under, or otherwise modify, this Agreement, regardless of any failure of Seeloz to object to such terms, provisions or conditions. Severability. If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the Parties will endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the Parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. Integration. This Agreement (including the Exhibits and any addenda hereto signed by both Parties) contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter. In the event of a conflict between the terms of a SaaS License and the terms of this Agreement, the terms of this Agreement will take precedence unless expressly set forth in the applicable SaaS License. This Agreement may not be amended, except by a writing signed by both Parties. Headings; Construction. The headings to the clauses, sub-clauses and parts of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Any ambiguity in this Agreement will be interpreted equitably without regard to which Party drafted the Agreement or any provision thereof. The terms “this Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement and not to any particular section or portion hereof. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.” Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Any judicial action or proceeding arising hereunder or relating hereto will be brought in, and the Parties hereby consent to the exclusive, personal jurisdiction of, the state and federal courts located in Santa Clara County, California. Exhibit A Maintenance and Support Services for the licensed software Applicability. The provisions of this Exhibit A will only apply during the applicable Subscription Term for Licensed Software that is licensed to Customer in accordance with the terms of valid SaaS License. For purposes of clarity, Seeloz will not be obligated to comply with the terms of this exhibit with respect to the Seeloz Software or any of the Licensed Software’s, features or functionality (i) prior to commencement of, or after expiration or termination of, the applicable Subscription Term (as set forth in the applicable SaaS License), or (ii) that are not set forth in a valid SaaS License. Seeloz reserves the right, in its sole discretion, to suspend Maintenance and Support Services in the event that Customer has not paid any applicable fees. Maintenance and Support. Customer may initiate a request for Maintenance and Support Services via Seeloz’ email at support@seeloz.com or telephone at the number provided to customer. Seeloz will use commercially reasonable efforts to respond to such request within the target response and target resolution times specified below. may be reported at any time, however, Seeloz will not be obligated to assign or perform work after business hours for problems that are not classified as Priority 1. Liaison. Customer will designate a technical liaison to solve technical problems and will identify such person to Seeloz in writing prior to the Effective Date. Customer may change such liaison upon written notice to Seeloz from time to time at reasonable intervals. Seeloz will not be obligated to provide Maintenance and Support Services to any person other than the designated liaison. Service Levels. Upon receiving a call or request, Seeloz will, at its sole discretion, classify the problem according to the following criteria, and Seeloz will use commercially reasonable efforts to respond to, and to resolve such problems in accordance with the following: Exclusions. Maintenance and Support Services resulting from any of the following circumstances are excluded from the scope of this Agreement, and will be charged to Customer at Seeloz’ then-current rates: (i) failure by Customer to maintain the proper operating system environment or to use the Licensed Software in accordance with this Agreement, the Documentation or the reasonable instructions provided by Seeloz; or (ii) modification, relocation or reinstallation of any portions of the Licensed Software by a person not properly authorized or qualified to undertake that work. If it is determined that a problem is caused by third party software (excluding third party software provided by Seeloz for download as part of the Licensed Software), Seeloz will not be responsible for the target resolution timeframes defined in the table above. If the third party software vendor is unable to resolve the problem in a timely and appropriate manner, Seeloz and Customer will work together to explore other correction options. Seeloz and Customer will mutually agree to a plan for any such alternative correction options, which are outside of the scope of the maintenance Fees under this Agreement. This plan will define the scope and schedule for the chosen alternative correction option, and will also define the responsibility of each Party for any software, equipment, materials or labor necessary to implement the corrective option. Customer Responsibilities. Seeloz’ obligations to provide Maintenance and Support Services are subject to the following: (a) Customer will provide Seeloz with access to Customer’s personnel, equipment and testing environments during normal business hours as reasonably requested by Seeloz to duplicate and resolve errors. (b) Customer will provide supervision, control and management of the use of the Licensed Software. In addition, Customer will implement procedures for the protection of information and the implementation of backup facilities in the event of errors or malfunction of the Licensed Software. (c) Customer will document and promptly report all errors or malfunctions in the Licensed Software to Seeloz. Customer will take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Seeloz. (d) Customer will maintain a current backup copy of all data used by the Licensed Software. (e) Customer will properly train Users in the use and application of the Licensed Software and the equipment on which it is used. Software Updates. Seeloz may update the Licensed Software from time to time. Seeloz will provide to Customer any Software Updates that Seeloz generally provides to its other licensees free of charge during the Subscription Term; however, nothing in this Agreement will obligate Seeloz to provide to Customer any software that Seeloz does not generally provide to its other licensees free of charge.