Software as a Service (SaaS) Agreement

BY ACCESSING OR USING THE SERVICES YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY , YOU REPRESENT AND W ARRANT THA T YOU HA VE FULL AUTHORITY TO BIND THA T PERSON, COMPANY , OR LEGAL ENTITY TO THESE TERMS.

Real Time Risk Solutions, LLC (“RTRS”) and Customer agree to the following RTRS SaaS Subscription Agreement and all other terms and conditions and/or policies incorporated by reference herein (“Subscription Agreement”).

DEFINITIONS.

For purposes of the Agreement, the following definitions apply:

⦁ “Agreement” means this Subscription Agreement, the applicable Supplemental Terms, Services Order Form and any materials available on the RTRS website that are specifically incorporated by reference.

⦁ “Annual Customers” means Customers who have a valid annual or multi-year contract for Services.

⦁ “Channel Partner” means the RTRS partner, if any, through which the Customer purchased the Services.

⦁ “Customer Data” means any data provided by Customer to RTRS under this Agreement.

Customer Data includes Data as defined in paragraph 12.

⦁ “Documentation” means explanatory materials created by RTRS in printed, electronic or online form that accompany the Services or Software.

⦁ "Email" means any SMTP message sent or received via the Services.

⦁ “Junk Email” means unsolicited commercial Email.

⦁ “Licensed Product” means all RTRS Services, Software, Updates or Documentation to which

Customer has rightful access.

⦁ “Malware” means applications, executable code, or malicious content that RTRS deems to be harmful.

⦁ “RTRS” means (a) Real Time Risk Solutions, LLC, an Illinois limited liability company, with offices located at 1 E. Erie St, Suite 525-5116, Chicago, IL 60611.⦁ “Monthly Customer” means Customers who have a valid monthly contract for Services with no annual or multi-year commitment.

⦁ "Node" means any kind of device capable of processing data and includes any of the following types of computer devices: diskless workstations, personal computer workstations, networked computer workstations, homeworker/teleworker home-based systems, file and print servers, e-mail servers, Internet gateway devices, storage area network servers (SANS), terminal servers and portable workstations connected or connecting to the server(s) or network. Node also means the number of Users or seats with access to the Services.

⦁ "Open Proxy" means an HTTP server that allows third-party relay or proxy of web traffic.

⦁ "Open Relay" means an SMTP Email server that allows third-party relay of Email messages.

⦁ “Services” means "Software as a Service" or "SaaS", which consists of activities that RTRS performs using software installed on RTRS systems along with any optional add- on services, and as ordered by Customers.

⦁ “Software” means programs, applications or object code obtained from RTRS and installed in the Customer’s environment, including Updates and Upgrades and for the purposes of facilitating the delivery or functionality of the Services, such as plug-ins (as such terms are defined in the RTRS Technical Support and Maintenance Terms).

⦁ "Subsidiary" refers to any entity controlled by Customer through greater than fifty percent (50%) ownership of the voting securities.

⦁ “Support” means technical support provided as described in the then-current RTRS Technical Support and Maintenance Terms, which are posted on RTRS’s website at www.RTRS.co.

⦁ “Term” means the time period during which you have the right to receive the Services.

⦁ “Updates” are related to content of the Product and include without limitation all program updates, policy updates, database updates for the Products which are made generally available to RTRS’s customer base as a part of purchased Support and which are not separately priced or marketed by RTRS.

⦁ “Upgrade” means any and all improvements in the Products which are made generally available to RTRS’s customer base as a part of purchased Support and which are not separately priced or marketed by RTRS.

⦁ “User” for RTRS web products and mobile applications is defined as any individual specifically identified as capable of sending HTTP requests to the Internet to be processed by a RTRS product, regardless of whether the individual is actively using the product at any given time. For all other products, “User” means a unique individual within a company or other legally recognized entity (“Entity”) where (1) Entity has acquired a valid license(s) to use the Software and/or Services, and (2) Entity has authorized the individual to use the Software and/or Services.

‍RIGHT OF USE AND RESTRICTIONS

⦁ Right to Access and Use Services. Subject to the terms of this Agreement, RTRS grants Customer a royalty-free, nonexclusive, non transferable, worldwide limited term right to use the Services described in the Grant Letter, for up to the number of Users or Nodes identified on the Grant Letter, solely for Customer’s internal business use during the Term.

⦁ Right to Install and use Software. Subject to the terms of this Agreement, RTRS grants Customer a royalty-free, nonexclusive, non transferable, worldwide limited term license to install Software on equipment owned or operated by or on behalf of Customer, as needed to deliver the Licensed Products, Services or functionality. Copies of the Software may be made as required for disaster recovery purposes. The Software must be deactivated and destroyed at the end of the Term. If Customer enters into a contract in which a third party manages Customer’s information technology resources ("Managing Party"), Customer may transfer all its rights to use the Software to such Managing Party, provided that (a) the Managing Party only uses the Services for Customer’s internal operations; (b) the Managing Party agrees to comply with this Agreement, and (c) Customer provides RTRS with written notice that a Managing Party will be using the Software on Customer’s behalf.

⦁ Updates and Upgrades. Customers must be current in the payment of Support services fees for the Software, or have an active subscription to the Services, as applicable, to receive Updates or Upgrades.

⦁ User Licenses. User licenses cannot be shared or used by more than one individual User but may be reassigned to new Users who are replacing former Users that have been terminated or otherwise no longer use the Software or Services.

⦁ Subsidiary Liability. Customer’s Subsidiaries may use the Services but Company remains directly and fully liable for each subsidiary’s compliance with and breach of this Agreement.

⦁ Restrictions. Customer may not access the Software or Services if Customer is a direct competitor of RTRS, or for monitoring the availability, security, performance, functionality, or for any other benchmarking or competitive purposes without RTRS’s express written permission. Customer will not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Software or Services available to any third party; (ii) use systems as an Open Proxy or Open Relay; (iii) modify, decompile, reverse engineer, or copy the Software or Services, or any of its components;

(iv) use the Software or Services to conduct fraudulent activities; (v) attempt to gain unauthorized access to the Software or Services, engage in any denial of service attacks, or otherwise cause immediate, material or ongoing harm to RTRS, its provision of the Software or Services, or others; (vi) impersonate or misrepresent an affiliation with a person or entity; (vii) use the Software or Services to initiate or propagate Malware; (viii) use the Software or Services for any purpose that violates applicable law or regulation, infringes on the rights of any person or entity, or violates this Agreement; (each of (i) to (viii), a "Prohibited Use"). All rights not expressly granted to Customers are reserved by RTRS and its licensors.

⦁ Right to Use Customer Data. Customer hereby grants RTRS a limited, non-exclusive, royalty-free, license to access and use the Customer Data solely as necessary for RTRS to (i) provide the Software, Services and technical support to Customer during the Term; and (ii) for the aggregation purposes set forthin Section 12 below.

⦁ BETA RELEASES. RTRS reserves the right to materially change or discontinue Software or Services designated in Beta stage at any time and without notice to Customer. Access or use of Software or Services identified as not generally available for commercial use, such as “Beta” or “Pre-Release” (“Beta Product”), is restricted to Customer's internal performance evaluation of the Beta Product. Customer's access to the Beta Product may be interrupted during maintenance periods. RTRS is not obligated to finally release any version of the Beta Product. Customers will report to RTRS unusual, unplanned, or out of the ordinary events observed in the Beta Product. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE BETA PRODUCTS MAY CONTAIN BUGS, ERRORS AND DEFECTS AND ARE NOT EXPECTED TO FUNCTION WITHOUT INTERRUPTION.

⦁ EVALUATION. If Customer has signed up for an evaluation of the Software or Services, then the provisions of this paragraph shall apply and shall supersede any other conflicting term of this Agreement. Customer’s use of the evaluation is limited to thirty (30) days unless otherwise agreed to in writing by RTRS. Customers acknowledge that the evaluation may contain errors or other problems that could cause system or other failures and data loss. Consequently, evaluation Software and Services are provided to Customer solely on an "AS-IS" basis, and RTRS disclaims any warranty or liability obligations to Customer of any kind. Customers are not eligible for any Support for evaluation Software or Services. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, RTRS’ LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL BE LIMITED TO THE SUM OF FIFTY (50) DOLLARS (OR THE THEN CURRENT V ALUE IN THE RELEV ANT LOCAL CURRENCY) IN TOTAL.

CUSTOMER OBLIGATIONS

⦁ Customer is responsible for all activity occurring under Customer’s Software, Services and Support accounts. Customer will provide RTRS with all information and assistance required to supply the Software or Services or enable Customer’s use of the same. Customers will immediately notify RTRS of any: (i) unauthorized account use or other suspected security breach; (ii) unauthorized use, copying or distribution of Software, accompanying documentation or Customer Data; and (iii) unusual performance of the Software or Service observed by Customer.

⦁ Customers must obtain all necessary rights and permissions from Users. Customer represents and warrants that: (i) Customer has the legal rights and applicable consents to provide Customer Data to RTRS, (ii) Customer complies with all applicable laws for processing and transferring Customer Data to RTRS and (iii) Customer retains adequate back-ups of Customer Data. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. The Services rely on Customer Data as supplied by Customer, and RTRS is not liable for the content of Customer Data. RTRS does not assume any duty or obligation to correct or modify Customer Data.

⦁ Customer will provide RTRS contact information for Customer's system administrator, who is authorized to provide the information required to configure and manage the Services ("System Administrator"). RTRS will provide Customer with a confidential access code to the administration tool, which may only be accessed by the System Administrator.⦁ Customer agrees to provide current and complete account Users’ information as necessary for RTR to manage Customer’s account. Customer agrees to accept RTRS emails relevant to Customer’s receipt of the Services at the e-mail address specified by its System Administrator.

⦁ Customer agrees that RTRS may rely on all information provided to RTRS by the Customer from the designated e-mail addresses. RTRS may provide all notices, statements, and other communications arising under this Agreement (other than legal notices) to Customer through either e-mail, posting on the Services or other electronic transmission.

⦁ TERM AND RENEW AL. The Initial Term of this Agreement is twelve months from the invoice date (the "Initial Term"), unless otherwise specified. This Agreement may be renewed for additional Renewal Terms by the Customer providing written notice 30 days prior to the expiration of the Initial Term (and subsequent Renewal Terms, if any) of its desire to renew for successive terms of equal length as the Initial Term (each a "Renewal Term"). Any User subscriptions added during a Term will co-terminate with the pre-existing Term. This Agreement will automatically renew on the anniversary date unless terminated by Customer.

⦁ FEES; INVOICE; AUDIT. Unless Customer is purchasing the Licensed Products through a Channel Partner, in which case payment obligations shall flow exclusively between Channel Partner and Customer, Customer will pay RTRS the fees set forth within thirty (30) days of the invoice date. Late payments are subject to interest of 1.5% per month or the highest rate permitted by law, whichever is lower. All payment obligations are non-cancelable and non-refundable. If Customer believes an invoice is incorrect, Customer must contact RTRS in writing within thirty (30) days of the date of invoice to be eligible to receive an adjustment or credit. The fees for a Renewal Term will be equal to the fee in effect during the Initial Term unless RTRS has given Customer at least thirty (30) days prior written notice of a fee increase. Fees are exclusive of all taxes and Customer is responsible for payment of all such taxes, excluding only U.S. taxes based solely on RTRS’s income.

RTRS has the right, at its expense, to audit Customer's compliance with the terms of this Agreement. If any audit reveals that Customer owes fees to RTRS, or the Channel Partner, Customer will promptly remit such underpaid amounts, including any interest owed for overdue payments. Customer consents to RTRS’s disclosure of such audit results to the Channel Partner, as needed. If technically available, Customer will provide a system generated report verifying Customer's License Product deployment, such request to occur no more than two (2) times per year.

⦁ SUSPENSION OF SERVICE. RTRS may suspend the Services: (a) if RTRS deems it necessary to prevent or terminate any Prohibited Use; or (b) upon notice to Customer if: (i) Customer commits a material breach of this Agreement; or (ii) if RTRS receives notice from Channel Partner that Customer is in material breach of the Agreement. Suspension of Services shall be without prejudice to any rights or liabilities accruing prior to or during the suspension, including Customer's obligation to pay fees. RTRS may temporarily suspend the Services for maintenance purposes. RTRS will use commercially reasonable efforts to minimize any such disruption of Services. Upon suspension for any reason, RTRS will provide Customer with written notice specifying the reason for the suspension.

⦁ TERMINA TION. RTRS may terminate this Agreement for cause immediately upon notice to Customer if: (a) Customer commits a material breach of this Agreement and fails to cure such breach within five (5) business days after Customer’s receipt of the written notice specifying the breach; (b) Customer becomes insolvent; or (c) Customer makes an unauthorized assignment of this Agreement. Upon termination of this Agreement, Customer agrees that RTRS has no obligation to retain Customer Data, which may be irretrievably deleted. Customer is solely responsible for retrieving Customer Data in its account.

⦁ TECHNICAL SUPPORT SERVICE. The then-current RTRS Technical Support and Maintenance Terms apply to the Software and Services. The RTRS Technical Support and Maintenance Terms are incorporated by reference. After the support or Services subscription period expires, Customer has no further rights to receive any Updates or Upgrades.

⦁ CONFIDENTIALITY . “Confidential Information” means any business materials, data, or information of a party to this Agreement that is disclosed to the other, except for information that is: (a) publicly available or later becomes publicly available other than through breach of this Agreement; (b) previously known to or independently developed by the Receiving Party; or (c) subsequently obtained by the Receiving Party through a third party without obligations of confidentiality. Customer acknowledges that RTRS's pricing, services access codes and Intellectual Property are RTRS’s Confidential Information. The party receiving Confidential Information (“Receiving Party”) will exercise the same degree of care and protection for the Confidential Information of the party that has disclosed Confidential Information (“Disclosing Party”) that Receiving Party exercises with its own Confidential Information but no less than a reasonable degree of care. The Receiving Party may not directly or indirectly disclose, copy, distribute, republish, sell, license or otherwise allow any third party access to such Confidential Information. The Parties agree to maintain the confidentiality as described herein for seven (7) years after the termination of this Agreement. Notwithstanding the above, either party may disclose Confidential Information: (1) to its employees, contractors or agents who have a need to know and are subject to substantially similar obligations of confidentiality; and (2) if required by law (including a court order or subpoena), provided, the Receiving Party, where lawfully permitted, promptly notify the Disclosing Party in time to review and challenge the potential disclosure.

⦁ PRIVACY . RTRS reserves the right to use and store aggregated and anonymized Customer traffic to maintain or improve the Services. Some such information may be shared with third parties as a part of a larger set of statistics (for example, statistics that indicate the amount of traffic, success rates, and size of RTRS's customers). Customer agrees that such data is not Confidential Information. RTRS may also use a limited sampling of Customer Data to support internal research. The Software, Services or Support may employ applications and tools to collect personally identifiable, sensitive or other information about Customers and users of the Software and Services (including, Customer and users’ name, address, e-mail address), their computers or mobile devices (together “computers”), files stored on their computers, or their computers’ interactions with other computers (including, information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type, RAM size, operating system, versions, BIOS data, scanners, database size, system telemetry, device ID, IP address, location, content, RTRS components, processes, Updates, Upgrades, usage patterns and services information, information about third party products installed, extracts of logs created by RTRS, (collectively, “Data”). RTRS may use cookies to store user session information, access codes and application settings to ease site navigation processes.The collection of this Data may be necessary to provide Customers with the relevant Support or Service as ordered, and/or improve overall security for Customers and users of the Services. Customer may be required to uninstall the Software or disable Support or its Service to stop further Data collection that supports these functions.

By entering into this Agreement, or using the Support, Software or Services, Customer agrees to the RTRS Privacy Policy on the RTRS web site and to the collection, processing, copying, backup, storage, transfer and use of Data by RTRS and its service providers, in, from and to the United States, Europe, or other countries or jurisdictions, potentially outside of the Customer or User’s own, as part of the Support, Software or Service delivery. Customer is solely responsible for securing any privacy-related rights and permissions from its Users as may be required by local law. RTRS will treat personally identifiable information in accordance with the RTRS privacy policy.

⦁ INTELLECTUAL PROPERTY . The Software and Services (including any associated, documentation, hardware, websites, passwords, components and tools) (“RTRS Property”) are the sole and exclusive property of RTRS or its licensors, who retain sole ownership of all right, title and interest in RTRS Property, as well as any derivative works thereof. These ownership rights include copyrights, patent rights, trademark and service mark rights, trade secret rights, moral rights, and all other intellectual property and proprietary rights ("Intellectual Property"). Customer agrees, on behalf of itself and its Users, that it will take no action inconsistent with RTRS’s Intellectual Property rights. Customer agrees that RTRS has the unrestricted right to use feedback or recommendations provided by Customer in RTRS’s sole discretion, without notice to, payment to or consent from Customer and that such feedback is not subject to the Confidential Information provisions of this Agreement. Customer agrees not to disclose such feedback to any third party without the express written consent of RTRS. Customer retains all right, title and interest in and to Customer Data.

⦁ LIMITED W ARRANTY , REMEDIES AND DISCLAIMER.

⦁ LIMITED W ARRANTY . RTRS warrants that the Services will be free from material defects, substantially conform with the Documentation, and be provided in a manner consistent with generally accepted industry standards.

⦁ LIMITA TION OF REMEDY . The sole and exclusive remedy for any claim for breach of warranty under this Agreement is for RTRS to modify the Services to conform with the Documentation.

If RTRS is unable to do so, RTRS may, in its own discretion: (1) allow Monthly Customers to terminate the Agreement; or (2) for Annual Customers, allow Customers to terminate the Agreement and receive a pro-rata refund of unused Services. .

⦁ DISCLAIMER. WITH THE EXCEPTION OF THE LIMITED W ARRANTY , ANY USE BY CUSTOMER AND USERS OF THE SOFTW ARE AND SERVICES IS A T CUSTOMER’S OWN RISK. THE SOFTW ARE AND SERVICES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. RTRS AND ITS LICENSORS EXPRESSL Y DISCLAIM ALL OTHER W ARRANTIES, EXPRESS OR IMPLIED, INCLUDING W ARRANTIES OF QUALITY , PERFORMANCE, MERCHANTABILITY , FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTA TION OR DESCRIPTION, NON-INFRINGEMENT, TITLE,AND OWNERSHIP . RTRS AND ITS LICENSORS DO NOT W ARRANT THA T THE SERVICES OR SOFTWARE: (1) ARE ERROR-FREE; (2) WILL PERFORM UNINTERRUPTED; (3) WILL MEET CUSTOMER’S REQUIREMENTS.

⦁ The Services and Software may include programs or code that are licensed under an Open Source Software ("OSS") license model. OSS programs and code are subject to the terms, conditions and obligations of the applicable OSS license, and are SPECIFICALL Y EXCLUDED FROM ALL W ARRANTY AND SUPPORT OBLIGA TIONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.

⦁ THIRD PARTIES. THE SOFTW ARE AND SERVICES MAY CONTAIN INDEPENDENT THIRD PARTY PRODUCTS AND REL Y UPON THEM TO PERFORM CERTAIN FUNCTIONALITY . RTRS MAKES NO W ARRANTY AS TO THE ACCURACY OF ANY SUCH THIRD PARTY PRODUCTS.

⦁ INTERNET DELAYS. SERVICES MAY BE SUBJECT TO LIMITA TIONS, DELAY AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICA TIONS. RTRS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR DAMAGES RESULTING FROM SUCH PROBLEMS.

⦁ SECURITY . No data transmission over the Internet can be guaranteed to be secure. RTRS is not responsible for any interception or interruption of any communications through the Internet or networks or systems outside RTRS’s control. Customer is responsible for maintaining the security of its networks, servers, applications and access codes.

⦁ PARTNER ACCESS. Customer acknowledges and agrees that if the Services are purchased through a RTRS Partner, the Partner may have access to: (1) Customer Data, including email and web traffic; and (2) system administration of Customer’s account, including the ability to configure email, web and archiving policies.

⦁ LIMITA TIONS OF LIABILITY . EXCEPT FOR INDEMNIFICA TION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, RTRS’ AND ITS LICENSORS' AGGREGA TE LIABILITY UNDER THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT, IS LIMITED: (1) FOR MONTHLY CUSTOMERS, TO THE FEES PAID UNDER THIS AGREEMENT FOR THE TWO MONTHS IMMEDIA TEL Y PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; AND (2) FOR ANNUAL CUSTOMERS, TO THE FEES PAID UNDER THIS AGREEMENT FOR THE TWELVE MONTHS IMMEDIA TEL Y PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY . THE FOREGOING LIMITA TION IS THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT. IN NO EVENT WILL RTRS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING DAMAGES ARISING FROM LOSS OR DELAYED USE OF EMAIL, WEB TRAFFIC OR DA TA; LOST PROFITS, SA VINGS OR REVENUE; DAMAGE TO EQUIPMENT; FALSE POSITIVES OR FALSE NEGA TIVES; LOSS OF OR DAMAGE TO RECORDS OR DA TA; RE-PROCUREMENT COSTS; AND THIRD PARTY CLAIMS AGAINST CUSTOMER) HOWEVER CAUSED AND REGARDLESS OF THE LEGAL THEORY OF LIABILITY , EVEN IF RTRS HAS BEEN PREVIOUSL Y ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT WILL LIMIT RTRS’ LIABILITY FOR DEA TH AND PERSONAL INJURY .

⦁ INDEMNIFICA TION. Customer agrees to indemnify, defend, and hold RTRS harmless from all claims, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any: (i) Customer breach of this Agreement; (ii) Customer Data passing to or from Customer through the Services or RTRS's network; (iii) taxes arising from the Software and Services whether now in effect or imposed in the future (excluding taxes based on RTRS's income); (iv) failure by Customer to obtain all necessary consents related to Customer Data; (v) claims by third parties arising from Customer's use of the Software or Services (excluding claims that the Software or Services, as provided by RTRS, infringe third party intellectual property rights); and (vi) any reasonable costs and attorneys’ fees required for RTRS to respond to a subpoena, court order or other official government inquiry regarding Customer Data or Customer’s use of the Software or Services.

⦁ RTRS shall defend and hold Customer harmless from any claim by a third party that the Software or Services infringe any patent, copyright or trade secret of that third party. The foregoing obligation of RTRS does not apply with respect to Software, Services or portions or components thereof: (i) not supplied by RTRS; (ii) used in a manner not expressly authorized by this Agreement or the accompanying Documentation (iii) made in accordance with Customer’s specifications; (iv) modified by anyone other than RTRS, if the alleged infringement relates to such modification; (v) combined with other products, processes or materials where the alleged infringement would not exist but for such combination; or (vi) where Customer continues the allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement.

In the event the Software or Services are held by a court of competent jurisdiction to constitute an infringement or use of the Software or Services is enjoined, RTRS shall, at its sole option, do one of the following: (i) procure the right to continued use; (ii) modify the Software or Services so that their use becomes non-infringing; (iii) replace the Software or Services with substantially similar products in functionality and performance; or (iv) if none of the foregoing alternatives is reasonably available to RTRS, RTRS shall refund the pro-rata unused portion of the Software or Services.

The Parties may request indemnification under this provision, provided they: (a) promptly give written notice of the claim to the indemnifying party; (b) give sole control of the defense and settlement to the indemnifying party (provided any settlement relieves the indemnified party of all liability in the matter); (c) provide all available information and reasonable assistance; and (d) have not previously compromised or settled such claim.

THIS SECTION STA TES RTRS’ ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIA TION CLAIMS.

⦁ WAIVER. Any waiver of rights under this Agreement must be in writing. Failure to exercise or enforce any right under this Agreement will not be deemed a waiver of that Party’s right nor bar the exercise or enforcement of it at any time thereafter.

⦁ JURISDICTION/GOVERNING LAW; COSTS; LIMITA TION PERIOD. This Agreement will begoverned by and construed in accordance with the substantive laws in force: (a) in the State of Illinois, if you purchased the Software or Services in the United States, Mexico, Central America, South America, the Caribbean or any other Country. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The United States District Court for the Northern District of Illinois shall have non-exclusive jurisdiction over all disputes relating to this Agreement.

⦁ NOTICE AND ACCURACY OF INFORMA TION. All legal notices to RTRS under this Agreement must be addressed to cory@rtrs.co. Notices shall be deemed effective upon receipt.

⦁ MODIFICA TION TO TERMS. RTRS reserves the right to modify the terms and conditions of this Agreement at any time, effective upon the posting of an updated version at its website. Customer is responsible for regularly reviewing this Agreement. Continued use of the Software or Services after any such change shall constitute Customer’s consent to the changes.

⦁ BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. RTRS retains the right to assign this Agreement in its sole discretion. Customer may not assign this Agreement without the prior written permission of RTRS.

⦁ EXPORT. Customer acknowledges that the Services and Software provided by RTRS are subject to U.S. and when applicable non US export regulations. Customer shall comply with applicable export and import laws and regulations for the jurisdiction in which the Services will be imported, exported and/or provided. Customer shall not export the Services or Software to any individual, entity or country prohibited by applicable law or regulation. Customer is responsible, at Customer’s own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Services and/or Software provided by RTRS. Customer agrees to notify RTRS if any Customer Data is or has been specifically designed, developed, configured, adapted, or modified for a military application listed on the United States Munitions List or USML, which would subject the service to the International Traffic in Arms Regulations (ITAR), Title 22 Code of Federal Regulations (CFR) Parts 120-130.

⦁ NOTICE TO U.S. GOVERNMENT END USERS. The Software or Services are deemed to be "commercial computer software" and "commercial computer software documentation, " pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software or Services by the United States Government shall be governed solely by the terms of this Agreement.

⦁ FORCE MAJEURE. RTRS is not liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused by forces of nature or any other cause beyond its reasonable control.

⦁ ENTIRE AGREEMENT AND SEVERABILITY . This Agreement represents the entire agreement between the parties and expressly supersedes and cancels any other communication, representation or advertising whether oral or written, on the subjects herein. This Agreement supersedes and controls over any conflicting terms contained in any Customer purchase order. If any provision of this Agreement is declaredinvalid or unenforceable by a court or administrative agency of competent jurisdiction, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be construed and performed as if it did not contain the invalid or unenforceable provision.

⦁ RELATIONSHIP . The parties to this Agreement are independent contractors. Neither party will be deemed to be or hold itself out as a partner, joint venturer or agent of the other party. This is a non-exclusive arrangement.

⦁ THIRD PARTIES. No term of this Agreement shall be enforceable by a person who is not a party to the Agreement.