Master Subscription and Services Agreement

This Master Subscription and Services Agreement is effective as of _____________ (“Effective Date”) and is a binding legal contract between RAAMP, Inc, having its principal place of business at 415 W. Washington St, Greenville, SC 29601 (“RAAMP”) and every user accessing the software(“Customer”) (each of RAAMP and Customer, a “party” and collectively, the “parties”). The term “Agreement” means the body of this Agreement and all schedules and exhibits attached hereto and all documents referenced herein.

NOW THEREFORE, in consideration of their mutual promises and covenants hereinafter set forth, the Parties hereto agree as set forth in this Agreement.

1. DEFINITIONS. As used in this Agreement:

1.1 “Access Credentials” mean login information, passwords, security protocols, and policies through which Users access and use the RAAMP Cloud Services.

1.2 “RAAMP Analytics” means any information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by the RAAMP Cloud Services, including without limitation as derived from aggregated anonymized inputs to, and usage of, the RAAMP Cloud Services across all RAAMP customers.

1.3 “RAAMP Cloud Services” means the version of the RAAMP software as a service offering known as RAAMP and made generally commercially available by RAAMP as of the Effective Date, and all Updates thereto made generally commercially available by RAAMP to its customers during the term of this Agreement.

1.4 “RAAMP Technology” means the computer software, computer code, scripts, neural networks, artificial intelligence, application programming interfaces, methodologies, processes, templates, work flows, diagrams, tools, algorithms, formulas, user interfaces, know-how, trade secrets, techniques, designs, inventions, third party services and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make available the RAAMP Cloud Services, including, without limitation, all upgrades, enhancements, modifications, additions and improvements thereto and all derivative works thereof, and Intellectual Property Rights therein and thereto.

1.5 “Customer Inputs” means information, data, text, content, videos, images, audio clips, photos, graphics, and / or other types of content, information and/or data posted, provided and/or uploaded to the RAAMP Cloud Services by Customer.

1.6 “Documentation” means text and/or graphical materials, whether in print or electronic form, that describe the features, functions and use of the RAAMP Cloud Services and which are made available to Customer.

1.7 “Intellectual Property Rights” mean any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case, in any jurisdiction throughout the world.

1.8 “Order Form” means RAAMP’s standard order form signed by an authorized representative of each party. The initial Order Form is attached hereto as Schedule A. Additional Order Forms may be added as necessary for additional services.

1.9 “Updates” mean all upgrades, enhancements, improvements, maintenance releases, additions, and modifications of the RAAMP Cloud Services made generally commercially available as part of the RAAMP Cloud Services during the Term of this Agreement. Updates may also include new features and/or functionality for which RAAMP reserves the right to charge an additional fee if Customer elects to activate such new features and/or functionality.

1.10 “User” means any Customer user who has been assigned Access Credentials.

2. RAAMP CLOUD SERVICES

2.1 RAAMP Cloud Services. Subject to and in accordance with this Agreement and the applicable Order Forms, including, without limitation, payment of all applicable fees, RAAMP shall make the RAAMP Cloud Services available to Customer pursuant to the terms and conditions of this Agreement.

2.2 Customer Access. Customer acknowledges and agrees that Customer’s and its Users’ access and use of the RAAMP Cloud Services is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the RAAMP Cloud Services, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing. RAAMP will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services or any such hardware or software.

2.3 Modifications to the RAAMP Cloud Services. RAAMP reserves the right to enhance, improve and modify the RAAMP Cloud Services on a continuous basis at no cost to Customer; provided that any such enhancement, improvement, or modification shall not result in any material decrease in features or functionality.

2.4 Professional Services. Customer may request that RAAMP provide certain professional services and/or training related to Customer’s use of the RAAMP Cloud Services. The terms and conditions governing any such professional services and/or training are attached hereto as Schedule B. Professional Services may be specified in either (a) an Order Form or (b) a draft work statement (each, a “Statement of Work”). All Order Forms and Statements of Work for Professional Services will set forth: (i) the scope of the Professional Services, and to the extent possible, the applicable deliverables to be provided by RAAMP thereunder; (ii) any applicable timeline and (iii) the applicable fees payable by Customer to RAAMP for the Professional Services to be provided by RAAMP thereunder. No Order Form or Statements of Work, regardless of whether it relates to the same subject matter as any previously executed Order Forms or Statements of Work, will become effective, and RAAMP will have no obligation to perform any Professional Services proposed thereunder, until executed by authorized representatives of both parties.

3. ACCESS GRANT; LICENSES; OWNERSHIP

3.1 Access Grant. Subject to Customer’s compliance with the terms and conditions contained in this Agreement, the Documentation, and each Order Form, RAAMP grants to Customer during the Term a non-exclusive, non-transferable, worldwide, revocable, nonsublicensable right to allow its Users to access and use the RAAMP Cloud Services. The rights set forth in this Section 3.1 may be exercised by Customer’s third party contractors and service providers; provided, that Customer shall be responsible for any breach of this Agreement by any such third party contractors and service providers.

3.2 Customer Inputs. To enable RAAMP to provide the RAAMP Cloud Services, Customer grants to RAAMP a non-exclusive, royalty-free, license, to access, use, and copy, the Customer Inputs solely as necessary to provide the RAAMP Cloud Services for the benefit of Customer. RAAMP agrees Customer owns all right, title and interest in and to the Customer Inputs and reserves all rights not expressly granted to RAAMP under this Agreement.

3.3 Users. Customer will provide an individual appointed by Customer in writing with administrative access to Customer’s account so that Customer can provide access to the RAAMP Cloud Services to Users. There is no limit as to the number of Users who may be appointed by Customer to use the RAAMP Cloud Services. Customer will ensure that all its Users comply with the terms and conditions of this Agreement. Customer will promptly notify RAAMP of any suspected or alleged violation of the terms and conditions of this Agreement and will cooperate with RAAMP with respect to: (i) investigation by RAAMP of any suspected or alleged violation of this Agreement, and (ii) enforcement of this Agreement. After providing Customer with notice and a commercially reasonable time to cure the alleged violation (not less than fifteen (15) business days), RAAMP may suspend or terminate Customer’s access to the RAAMP Cloud Services upon notice to Customer in the event RAAMP reasonably determines that Customer has violated any applicable terms of this Agreement. Customer will at all times be responsible for all actions taken under Customer’s account.

3.4 Service Level Agreement. The service levels applicable to the RAAMP Cloud Services are set forth in Schedule C (Service Level Agreement). Customer’s sole and exclusive remedy, and RAAMP’s sole and exclusive obligation, for a breach of any terms contained in Schedule C (Service Level Agreement) is as provided therein.

3.5 Ownership. The RAAMP Cloud Services, the RAAMP Technology, the RAAMP Analytics, the Documentation and all worldwide Intellectual Property Rights in each of the foregoing and in all derivative works of each of the foregoing, are the exclusive property of RAAMP and its licensors. Except for the rights and licenses expressly granted herein, all rights in and to all of the foregoing are reserved by RAAMP and its licensors.3.6 Marketing. Subject to Customer’s prior written consent, RAAMP may issue a press release after the Effective Date regarding Customer’s use of the RAAMP Cloud Services, and RAAMP may publicly refer to Customer as a customer of RAAMP, including on RAAMP’s website and in sales presentations, and may use Customer’s logo for such purposes. Similarly, Customer may publicly refer to itself as a customer of RAAMP’s software as a service, including on Customer’s website and in sales presentations.

4. CUSTOMER RESPONSIBILITIES.

4.1 Access Credentials. Customer will be responsible for all acts and omissions of Customer’s Users. Customer agrees to: (1) keep its Access Credentials secure and confidential and not to allow any of Customer’s Users to provide their Access Credentials to anyone else; and (2) not permit others to use Customer’s Access Credentials. Customer will notify RAAMP immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security, including as outlined in Schedule D (Customer Data Processing Addendum). RAAMP reserves the right to take any action RAAMP deems necessary or reasonable to ensure the security of the RAAMP Cloud Services and Customer’s Access Credentials and account, including terminating Customer’s access, changing passwords, or requesting additional information to authorize activities related to Customer’s account.

4.2 Use Guidelines. Customer shall comply with all applicable laws, rules and regulations in its use of the RAAMP Cloud Services. Customer shall use the RAAMP Cloud Services solely for Customer’s internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, copy, reproduce, distribute, time share or otherwise commercially exploit or make the RAAMP Cloud Services available to any third party, other than as expressly permitted by this Agreement; (ii) disrupt any servers or networks connected to the RAAMP Cloud Services, or disobey any requirements, procedures, policies or regulations of networks connected to the RAAMP Cloud Services; (iii) attempt to gain unauthorized access to the RAAMP Cloud Services or the RAAMP Technology or any related systems or networks; (iv) remove, alter or obscure any proprietary notices associated with the RAAMP Cloud Services; (v) use the RAAMP Cloud Services in violation of any applicable, law, rule regulation or guideline (including any United States export laws and regulations); (vi) attempt to probe, scan, or test (including without limitation stress testing or penetration testing) the vulnerability of any system or network associated with the RAAMP Cloud Services or breach any security or authentication measures; or (vii) utilize the RAAMP Cloud Services in order to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs or plant malware on RAAMP’s computer systems, those systems of RAAMP’s third party service providers or vendors, or otherwise use the RAAMP Cloud Services to attempt to upload and/or distribute malware.

4.3 Restrictions. Customer will not directly or indirectly use the RAAMP Cloud Services in any manner to create, or assist a third party to create, any software, service, product or solution that competes with the RAAMP Cloud Services.

4.4 Customer Input Restrictions. The RAAMP Cloud Services includes the ability for the Customer to upload Customer Inputs. Customer is responsible for all Customer Inputs. Customer represents, warrants and covenants Customer has all rights and licenses necessary to upload the Customer Inputs, to grant the licenses granted hereunder. Customer represents, warrants and covenants that the Customer Inputs:i. will not and do not infringe the patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of others;ii. will not and do not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;iii. are not and will not become unlawful, tortious, fraudulent, defamatory or harmful to minors, obscene, pornographic;iv. will not and do not violate Customer’s own privacy policy or collect information from Users in any manner to which such Users have not consented;v. will not and do not misrepresent the source of the Customer Inputs;vi. will not and do not disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to, proprietary or confidential information of others;vii. will not and do not misrepresent Customer’s identity in any way;viii. will not and do not contain any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; andix. will not and do not advocate or encourage any illegal activity; andx. will not violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability.

5. FEES AND PAYMENT.

5.1 Fees. In consideration for the rights granted hereunder, Customer will pay to RAAMP the fees set forth in each Order Form in accordance with the payment schedule set forth in such Order Form. Unless otherwise specified in any Order Form, all invoices issued by RAAMP will be due and payable thirty (30) days after Customer’s receipt. All fees are nonrefundable, except as expressly otherwise set forth herein, and will be paid in U.S. dollars and exclude all applicable sales, use, and other taxes. Any fees that are not paid when due are subject to interest at one percent (1.0%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

5.2 Taxes. Customer will make all payments to RAAMP free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to RAAMP, other than taxes on RAAMP’s income, will be Customer’s sole responsibility, and Customer will provide RAAMP with official receipts issued by the appropriate taxing authority, or such other evidence as RAAMP may reasonably request, to establish that such taxes have been paid.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to or learn from the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information whether disclosed orally, in writing or visually, that is either marked or designated as confidential or is identified in writing as confidential at the time of disclosure or which the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). For the avoidance of doubt, the RAAMP Cloud Services and the RAAMP Technology constitutes Confidential Information of RAAMP and Customer Inputs constitute the Confidential Information of Customer.

6.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care; and (b) promptly advise the Disclosing Party upon becoming aware of any loss, disclosure, or duplication of the Confidential Information or of any breach of this Agreement, including, without limitation, the misappropriation of the Confidential Information. Both parties acknowledge and agree that the Disclosing Party may be irreparably harmed by any violation of this Article 6 (Confidentiality) and that the use of the Confidential Information for any purpose other than that stated herein may, among other things, enable the Receiving Party or other third parties receiving such Confidential Information to compete unfairly with the Disclosing Party. Therefore, in the event of a breach or threatened breach, the disclosing party shall be entitled, in addition to all other rights and remedies available at law or in equity, to seek (i) an injunction restraining such breach; or (ii) a decree for specific performance of the applicable provision of this Agreement. Notwithstanding the termination or expiration of this Agreement, the obligations of the Receiving Party, with respect to the Confidential Information of Disclosing Party, shall be in full force and effect as follows: (A) in the case of any information or materials that constitute a trade secret within the meaning of applicable law, for as long as such information and materials remain as a trade secret, or (B) in the case of any other information or materials, during the term of this Agreement and for five (5) years following the termination or expiration of this Agreement.

6.3 Exceptions. The Receiving Party’s obligations under this subsection will not apply to any portion of the Disclosing Party’s Confidential Information if the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party, as permitted by applicable law, rules and regulations, notifies the Disclosing Party of such required disclosure in writing promptly, and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

6.4 Return of Confidential Information. The Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first; provided that any electronic copies stored in connection with the Receiving Party’s back-up and recovery operations conducted in the ordinary course of business may be retained and will continue to be subject to the terms herein. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this subsection.

6.5 Confidentiality of Agreement. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law; (b) pursuant to a mutually agreeable press release; or (c) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement reasonably satisfactory to the other party to this Agreement.6.6 Data Protection. To the extent RAAMP Processes any Personal Data pursuant to this Agreement, RAAMP and Customer shall comply with their respective obligations outlined in Schedule D (Customer Data Processing Addendum) attached hereto. For the purposes of this Section, the terms “Processes” and “Personal Data” shall have the meanings assigned in Schedule D. Any Personal Data that constitutes Confidential Information shall be subject to the terms of Schedule D.

7. WARRANTIES.

7.1 Warranties by Both Parties. Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement; and (c) that it will perform its obligations or exercise its rights hereunder in conformance with all applicable laws, rules, regulations and guidelines, including, without limitation, those related to privacy and data security.

7.2 RAAMP Cloud Services Warranty. RAAMP represents, warrants and covenants that the RAAMP Cloud Services will include the functionality provided in the Documentation and perform in all material respects in accordance with the Documentation.

7.3 Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 1.1 OF SCHEDULE B (PROFESSIONAL SERVICES) AND THIS SECTION 7 (WARRANTIES), RAAMP MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING THE RAAMP CLOUD SERVICES, THE DOCUMENTATION, THE RAAMP TECHNOLOGY OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT OF THIRD PARTY RIGHTS AS WELL AS ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. RAAMP shall not be responsible for ensuring and does not represent or warrant that: (i) the RAAMP Cloud Services will meet Customer’s business requirements; (ii) the RAAMP Cloud Services will be error-free or uninterrupted or that the results obtained from its use will be accurate or reliable; or (iii) all deficiencies in the RAAMP Cloud Services can be found or corrected. RAAMP will not be responsible for any failure to meet the RAAMP Cloud Services warranty of Section 7.2, or loss or corruption of data, in each case caused by acts within the control of Customer or any User.

7.4 Remedy. RAAMP’s sole liability, and Customer’s sole remedy, for a breach of the warranty in Section 7.2 shall be that RAAMP shall remedy, fix or improve the RAAMP Cloud Services to cure such breach. If RAAMP is not able to cure such breach within a reasonable time (not to be less than thirty (30) days from the date of written notification of the breach), then Customer may terminate this Agreement and RAAMP shall refund to Customer any prepaid amounts for the period of time for which the RAAMP Cloud Services were not provided pursuant to the terms hereof; provided that such period of time shall not commence earlier than the date that RAAMP first received written notice of a breach of Section 7.2.

8. INDEMNIFICATION.

8.1 RAAMP Indemnity. RAAMP shall defend, indemnify, and hold harmless (at RAAMP’s expense), Customer and its officers, directors and employees from and against any third party claims, suits, or proceedings (“Claims”) brought against Customer or its officers, directors or employees by a third party contending that Customer’s use of the RAAMP Cloud Services in accordance with the Documentation infringes any copyright or trade secret rights of a third party and shall pay all damages finally awarded by a court of competent jurisdiction or agreed to by RAAMP in settlement of the Claim (including reasonable attorneys’ fees). In the event that the RAAMP Cloud Services or any part thereof is likely to, in RAAMP’s sole opinion, or do become the subject of an infringement related Claim, and RAAMP cannot, at its option and expense, procure for Customer the right to continue using the RAAMP Cloud Services, or any part thereof, or modify the RAAMP Cloud Services, or any part thereof, to make them non infringing, then RAAMP may terminate this Agreement with notice to Customer and will provide the Customer with a refund of any pre-paid fees for the unexpired portion of the remaining subscription term. RAAMP shall have no liability for any Claim or demand arising from (i) the use or combination of the RAAMP Cloud Services or any part thereof with software, hardware, or other materials not developed or authorized by RAAMP if the RAAMP Cloud Services or use thereof would not infringe without such combination; (ii) modification of the RAAMP Cloud Services not authorized by RAAMP or performed by a party other than RAAMP, if the use of unmodified RAAMP Cloud Services would not constitute infringement; (iii) a use of the RAAMP Cloud Services by Customer or any User in a manner outside the scope of any right granted herein, not in accordance with the Documentation, or in violation of applicable laws, rules, or regulations if the claim would not have arisen but for such breach or unauthorized use; or (iv) an allegation related to Customer Inputs. The foregoing states RAAMP’s entire liability and Customer’s exclusive remedy for intellectual property rights infringement.

8.2 Customer Indemnity. Customer shall defend, indemnify and hold RAAMP, its affiliates, employees, officers, and directors harmless from and against any loss or damage (including reasonable attorneys’ fees) incurred in connection with Claims (i) made or brought against RAAMP by a third party alleging that the Customer Inputs infringe the intellectual property rights of, or has otherwise harmed, a third party; and (ii) based on any failure or alleged failure of the Customer to comply with any applicable law, rule or regulation in connection with its use of the RAAMP Cloud Services for Customer’s business. The Customer indemnification obligations in this Section 8.2 shall not apply to claims for which RAAMP is required to indemnify Customer under Section 8.1. The foregoing states Customer’s entire liability and RAAMP’s exclusive remedy for intellectual property rights infringement.

8.3 Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense at the indemnifying party’s expense, and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without the indemnified party’s prior written consent.

9. LIMITATION OF LIABILITY.

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE STATEMENT OF WORK OR THE APPLICABLE ORDER FORM UNDER WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT AND SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

9.2 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF, DAMAGE TO, OR CORRUPTION OF, DATA, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES.

9.3 Exclusions. The foregoing limitations shall not apply to (i) amounts payable by Customer to RAAMP under an Order Form or Statement of Work, or (ii) liability arising from the indemnification obligations in Section 8, a breach of Section 6, or the gross negligence or wilful misconduct of a party.

9.4 Savings Clause. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE LIMITATIONS HEREIN MAY NOT APPLY. Neither party shall be responsible or liable for any loss, damage or inconvenience suffered by the other or by any third person, to the extent that such loss, damage or inconvenience is caused by the failure of the other party to comply with its obligations under this Agreement.

9.5 Limitation of Action. To the maximum extent permitted by applicable law and except for actions for non-payment or breach of either party’s intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party more than three (3) years after the cause of action has accrued.

9.6 Allocation of Risk. Each party acknowledges that the fees set forth in this Agreement reflect the allocation of risk between the parties and that the other party would not enter into this Agreement without these limitations on its liability.

10. TERM AND TERMINATION.

10.1 Term. The term of this Agreement will commence on the Effective Date and remain in effect until all Order Forms and Statements of Work have terminated or expired or until earlier termination of this Agreement as provided in this Section 10 (the “Term”). The term for each Order Form and Statement of Work shall be as set forth therein. Upon termination of this Agreement for any reason, all Order Forms and Statements of Work shall immediately terminate.

10.2 Termination. This Agreement and any Order Form or Statement of Work may be terminated:(a) by Customer (i) in accordance with Section 2.3 by providing written notice to RAAMP within thirty (30) days of any modification to the RAAMP Cloud Services which materially and adversely reduces the functionality of the RAAMP Cloud Services;(b) by RAAMP if Customer fails to timely make any payment due hereunder and fails to cure such default within thirty (30) days after receiving notice in writing from RAAMP of such failure; or(c) by either party (the “Non-breaching Party”) effective immediately upon written notice containing an explanation of the alleged breach to the other party (the “Breaching Party”), if the Breaching Party breaches any provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from the Non-breaching Party.

10.3 Termination Upon Bankruptcy or Insolvency. Either party may, at its option, terminate this Agreement immediately upon written notice to the other, in the event (a) that the other party becomes insolvent or unable to pay its debts when due; (b) the other party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (c) the other party discontinues its business; or (d) a receiver is appointed or there is an assignment for the benefit of the other party’s creditors. Upon termination of the Agreement by Customer due to RAAMP’s bankruptcy or insolvency, RAAMP shall refund to Customer any pre-paid fees previously paid by Customer for services not performed as of the date of termination.

10.4 Suspension of Services. At any time during the Term, RAAMP may, immediately upon notice to Customer, suspend its performance under this Agreement and any Order Form or may suspend any and all Users’ access to the RAAMP Cloud Services, for any of the following reasons: (a) a reasonable threat to the technical security or technical integrity of the RAAMP Cloud Services exists; provided that RAAMP promptly recommences performance upon the cessation of the threat, or (b) if any amount due under this Agreement is not received by RAAMP within thirty (30) days after it was due and RAAMP provided written notice of same.

10.5 Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to RAAMP prior to the effective date of termination. In the event of termination by Customer pursuant to Section 10.2(a), 10.2(c), or 10.3, promptly after the effective date of such termination, RAAMP shall refund to Customer on a pro-rata basis any prepaid fees paid by Customer for the remainder of the then-current subscription term under the terminated Order Forms and any terminated Statement of Work. In the event of termination by RAAMP pursuant to Section 10.2(b) 10.2(c) or 10.3, all amounts payable by Customer under this Agreement and all Order Forms and Statements of Work will become immediately due and payable.

10.6 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, Customer’s and its Users’ right to access and use the RAAMP Cloud Services will immediately terminate, Customer and its Users will immediately cease all use of the RAAMP Cloud Services, and each party will return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party. RAAMP may destroy any Customer Inputs in its possession or control unless RAAMP receives, no later than thirty (30) days after the effective date of the expiration or termination of this Agreement, a written request for the delivery to Customer of the then most recent back-up of the Customer Inputs. RAAMP will use all reasonable efforts to deliver the back up to Customer within thirty (30) days of its receipt of such a written request. Also, upon expiration or termination of this Agreement, RAAMP will cease any approved use of the Customer’s name, logo and trademarks (“Customer Marks”); provided, however, that (a) RAAMP will have a reasonable time to remove the Customer Marks from promotional materials, and (b) RAAMP will not be required to remove any printed materials from circulation. Without limiting the generality of the foregoing, Customer’s right to use the RAAMP Cloud Services under a particular Order Form is based upon the terms and conditions of that Order Form in addition to the terms and conditions of this Agreement. Accordingly, upon the expiration or termination of an Order Form, Customer’s right to use the Services under that Order Form will also terminate.

10.7 Survival. Sections 1, 3.5, 5, 6, 7, 8, 9, 10, and 11 shall survive any termination or expiration of this Agreement.

11. GENERAL.

11.1 Governing Law; Jurisdiction. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of South Carolina, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Each party hereby consents to the personal jurisdiction and venue in the state and federal courts serving the City of Columbia, South Carolina. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.2 Export; Anti-Corruption. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the RAAMP Cloud Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit its Users to access or use RAAMP Cloud Services in violation of any U.S. export embargo, prohibition or restriction. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of RAAMP’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify RAAMP.

11.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

11.4 Waiver; Remedies. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.5 Entire Agreement. To the maximum extent permitted by applicable law, this Agreement, together with the documents referenced herein and all Order Forms and Statements of Work executed hereunder, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. No modification, amendment, or waiver of any provision of this Agreement (or any Order Form or Statement of Work) shall be effective unless in writing and signed by both parties. Customer acknowledges and agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in an Order Form or dependent upon any oral or written, public or private comments made by RAAMP with respect to future functionality or features for the RAAMP Cloud Services. In the event of any conflict between the provisions in this Agreement and any Order Form or Statement of Work, the terms of such Order Form or Statement of Work shall prevail. No terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

11.6 Attorney’s Fees. The prevailing party or substantially prevailing party, as determined by a court of competent jurisdiction, shall be entitled to reimbursement of its reasonable attorneys’ fees by the non-prevailing party in any action brought under this Agreement.

11.7 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or change of control, including without limitation a sale of all or substantially all of its assets, stock or business to which this Agreement relates. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

11.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. If an event of force majeure prevents RAAMP from providing any services set forth in this Agreement, including the RAAMP Cloud Services, for thirty (30) days, Customer may cancel this Agreement and receive a refund of pre-paid fees paid for that period of time for which services are not provided.

11.9 Independent Contractors. RAAMP’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.

11.10 Notices. All notices under this Agreement shall be in writing. All notices shall be given (i) by delivery in person (ii) by a nationally recognized next day courier service (e.g., FedEx, etc.), (iii) by first class, registered or certified mail, postage prepaid, return receipt requested (iv) by facsimile provided that there is confirmation of receipt or (v) by electronic mail to the address of the party specified in this Agreement or an Order Form, provided that there is confirmation of receipt. All notices shall be effective upon receipt by the party to which notice is given. Each party may change its address for receipt of notice by giving notice of such change to the other party.

11.11 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. A manually or electronically signed copy of this Agreement, any Order Form or any Statement of Work delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Agreement, the Order Form or Statement of Work.

11.12 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iii) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (iv) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.