(a)        "Aggregated Statistics" means data and information related to Customer's use of the Services which Provider uses in an aggregate and de-identified or anonymized manner that does not uniquely identify Customer or any individual, and such Provider use includes, without limitation, compiling statistical and performance information related to providing and operating the Services.

(b)        “Applicable Subsequent Term” means the one (1) year period beginning automatically and without notice on the first calendar day after the Expiration Date of the Term and ending one (1) year thereafter, at which time automatically, without notice, and on a recurring basis a new successive one (1) year period begins unless terminated as provided in Section 11.

(c)       "Authorized User" means Customer's employees, consultants, contractors, and agents that, as set forth in the Service Terms: (i) each separately accepts the Service Terms and any Supplemental Terms as described above in that individual’s or entity’s capacity as Customer’s employee, consultant, or agent by clicking through the Service Terms as described in the third unnumbered paragraph on page 1 above of the Service Terms; (ii) for whom Customer purchased access to and use of the Services by paying the Fees as set forth in the billing information provided, authorized, and agreed by Customer originally for Provider to

(d)       use under the Service Terms; and (iii) with whom Customer has a mutually-signed confidentiality agreement no less stringent than the confidentiality requirements in the Service Terms.

(e)       "Customer Data" excludes Aggregated Statistics, Output Data, or registration or contact details, and means the information, data, and other content, in any form or medium, that is submitted by or on behalf of Customer, or an Authorized User through the Services or the Provider’s SaaS Solution.

(f)       "Documentation" means user manuals, handbooks, and guides relating to the Services, including any guides regarding retirement annuity planning, and licensed by Provider to Customer electronically or in hard copy form under Section 2 of the Service Terms.

(g)       “Effective Date” means the date Customer authorizes payment of the Fees for, as applicable, the Term, or any automatic then Applicable Subsequent Term.

(g)       “Expiration Date” means the anniversary date of the Effective Date for, as applicable, the Term or any then Applicable Subsequent Term.

(h)       “Fees” mean the payment amount set by Provider for Provider’s SaaS Solution, and due and payable by Customer to Provider, in the payment method and for the Term, or for any then Applicable Subsequent Term, stated by Provider in the billing information described below, on the Effective Date, subject to Provider’s right to change the applicable Fees due on the Effective Date, and bill on a recurring basis, for any then Applicable Subsequent Term using the billing information provided, authorized, and agreed by Customer originally for Provider to use under the Service Terms.

(i)       "Output Data" means new information or content in any form produced by processing Customer Data, including, without limitation, any Output Data report, through an Authorized User using or accessing the Services.

(j)       "Provider IP RIghts" mean all intellectual property rights of Provider under U.S. statutory or common law, including, without limitation, under patent, copyright (whether registered or unregistered), moral rights, trade secrets, trademark, tradenames, logos, and any analogous rights in foreign jurisdictions.

(k)       “Provider’s SaaS Solution” means Provider’s Software, Documentation, Provider content, and certain vendor(s)-provided content licensed to Provider therein and the Services that together, when accessed and used, generate Output Data and results based on such content, Customer Data, or both including, without limitation, product summaries in electronic form to view singly or in side-by-side comparisons, other documentation of Provider or Provider’s vendors, and downloadable pdf copies of the foregoing, in whole or part, that Provider hosts at: http://www.401kannuityhub.com.

(l)       Services" means the services made available in Provider’s SaaS Solution, as defined above, that when accessed and used, in compliance with the Service Terms, generate Output Data and results based on such content, Customer Data, or both including, without limitation, product summaries in electronic form to view singly or in side-by-side comparisons, other documentation of Provider or Provider’s vendors, and downloadable pdf copies of the foregoing, in whole or part. The Services include the relevant portions ofProvider’s website with a homepage at the link noted in Section 1.(g) above.

(m)       “Software” means the human readable program(s), in object code only, and certain user interfaces, together with any updates, upgrades, or user documentation that Provider elects to provide to Customer through Provider’s SaaS Solution, that is part of Provider’s SaaS Solution, with certain tools available therewith and, if applicable, other related technology of Provider, all of which Provider owns.

(a)        Limited Access and Use License. Subject to the Service Terms and compliance with them, Provider hereby grants Customer a limited non-exclusive, non-transferable (except in compliance with Section 12(g)), revocable, internal, fee-based license, without any right to sublicense, under Provider IP Rights for Customer, through an Authorized User, to access and use the Services available in Provider’s SaaS Solution for the educational purpose of assisting in providing retirement planning education services during, as applicable, the Term or the then Applicable Subsequent Term, solely to:

(b)         Limited Documentation License. Subject to the terms and conditions contained in the Service Terms, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)), revocable, fee-based license to the Provider IP Rights solely for Customer, through its Authorized User, to access, use, make one (1) copy of, and display internally (not publicly), the Documentation available in Provider’s SaaS Solution during the Term, or any then Applicable Subsequent Term, for Customer's internal business purposes solely to the extent necessary to obtain the benefit of the express license grant in Section 2. (a) (1) and Section 2. (a) (2) of the Service Terms. This limited distribution license prohibits removal of any disclaimers or notices on or in any Documentation. Any such Authorized User may also use relevant illustrative Output Data generated during the Term or any then Applicable Subsequent Term through Authorized User’s use of Services tools available in Provider’sSaaS Solution for the educational purpose of assisting in providing retirement planning educational services to Customer’s Clients, subject to compliance with Section 2. (a)(1) through Section 2. (a)((2) in the Service Terms.

(c)     Exclusions from Licenses and Reservation of Rights. Except as expressly stated in the limited licenses granted in Section 2 (a) through Section 2 (b) of the Service Terms, the Parties expressly agree that nothing in the Service Terms grants by implication, waiver, estoppel, or otherwise to Customer, any Authorized User of Customer, or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP Rights, Provider’s SaaS Solution, and Output Data.

(d)      Use Restrictions. Customer hereby agrees not to use any of the, in whole or part, Services, Provider’s SaaS Solution, or Output Data for any purpose beyond the scope and purpose of the limited license grants in Section 2. (a) through Section 2. (b) of the Service Terms. Customer, directly or indirectly, must not at any time, and Customer must not permit any Authorized Users to: (i) share the log-in credentials of one Authorized User with any other entity or individual, including, without limitation, any other customer, other Authorized User, or any unauthorized user; (ii) copy, modify, create derivative works of, publicly display, publicly perform, or distribute (except as provided expressly in Section 2. (b) above, as to each of the following, in whole or part, Services, Provider’s SaaS Solution, or Output Data; (iii) rent, lease, lend, sell, pledge, encumber, license, sublicense, assign, publish, transfer, sublicense, or otherwise make available, in whole or part, Services, Provider’s SaaS Solution, or Output Data; (iv) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive, reconstruct, identify, discover, or gain access to, in whole or part, any source code, underlying ideas, or Software; (v) remove any proprietary notices from, in whole or part, Services, Provider’s SaaS Solution, or Output Data; or (vi) use, in whole or part, Services, Provider’s SaaS Solution, or Output Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, or that violates any applicable law, fiduciary duty, or other standard of care.

(e)      Suspension. Notwithstanding anything to the contrary in the Service Terms, Provider may temporarily suspend Customer's and any Authorized User's access, use, or both to any portion or all of the Services, Output Data, and/or Documentation (as to each of the following, “Service Suspension”) if: (i) Provider reasonably determines that (A) there is a threat or attack on Services, Provider’s SaaS Solution, or Output Data; (B) use of the Services, Provider’s SaaS Solution, or Output Data by Customer, or any Customer’s Authorized User, disrupts or poses a security risk to the Services, Provider’s SaaS Solution, or Output Data or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Services, Provider’s SaaS Solution, or Output Data for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services, Provider’s SaaS Solution, or Output Data to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider suspends or terminates Provider's access to or use of any third-party services or products required to enable Customer to access the Services, Provider SaaS Solution, or Output Data; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subsection 5 (a) (i), (ii), or (iii). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services, Provider’s SaaS Solution, or Output Data following any Service Suspension, excluding updates regarding any Service Suspension under Section 2.e.(i)(D). Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after cure of the event giving rise to the Service Suspension, excluding any Service Suspension under Section 2.e.(i)(D). Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(f)      Aggregated Statistics. Notwithstanding anything to the contrary in the Service Terms, Provider may monitor the access and use by Customer and Customer's Authorized User(s) of the Services and collect and compile Aggregated Statistics. The Parties expressly agree that Provider shall own all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Provider’s SaaS Solution. Customer hereby agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) exercise all rights to Aggregate Statistics to the extent and in the manner permitted as the owner thereof under applicable law and the Service Terms.

(a)        General. Customer is responsible and liable for all access and use of the Services, Provider’s SaaS Solution, and Output Data resulting from access or use provided by Customer, directly or indirectly, whether permitted by or in violation of the Service Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of the Service Terms if taken by Customer will be deemed a breach of the Services by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of the Service Terms as applicable to such access or use by Authorized User of the Services, Provider’s SaaS Solution, and Output Data and shall cause Authorized Users to comply with the Service Terms.

(b)       Customer acknowledges and expressly agrees that: (i) Customer is solely responsible for reviewing and interpreting the information that Customer and its Authorized User(s) receive from the Services, Provider’s SaaS Solution, and Output Data, and for advising Customer’s Clients using the professional judgment of Customer and in accordance with any required standard of care or duty; (ii) Services, Provider’s SaaS Solution, and Output Data do not constitute financial, investment, legal, tax, or other professional or other personalized advice; (iii) the Services, Provider’s SaaS Solution, and Output Data are general and educational in nature and may not be sufficient for retirement planning professionals and others acting as fiduciaries to perform due diligence evaluations and, in no event are the Services,Provider’s SaaS Solution, and Output Data intended for use by any other type of professional, non-fiduciaries, or other individuals or entities of any kind; (iv) Provider is not a retirement planning professional or a fiduciary of any kind, nor are any owners, employees, or independent contractors of Provider, and Provider and any of its owners, employees, or independent contractors are not liable for any inaccuracies, omissions, or both in, or for any untimeliness of, any Services, Provider’s SaaS Solution, Output Data, or information provided by accessing and using the Services, Provider’s SaaS Solution, Output Data, or Documentation, in any document, and/or in any link from Provider’s website noted in Exhibit A and any Exhibit A consecutively numbered renewal thereto; (v) Customer must accurately represent the results of any projections or other information or output received from the Services, Provider’s SaaS Solution, Output Data, or Documentation; and (vi) accessing, logging into, or using the 401(k) Annuity Hub website and any Services, Provider’s SaaS Solution, Output Data, and information available thereon, means Contractor, for itself and for its Authorized User(s), accepts and agrees to the collection of certain personal information in Customer Data provided by Customer, and its Authorized User(s), for the purpose of providing the Services under the Service Terms as stated in and governed by Our Data Collection and Use Terms and Privacy Policy. Customer hereby agrees that Provider may update such policy from time to time on the website at the link in Exhibit A and that subsequent use of that website by Customer or Authorized User constitutes acceptance of such updated policy.

(a)        Fees. Customer shall pay Provider the Fees as defined above and, if applicable, any renewal Fees for any then relevant Applicable Subsequent Term, without offset or deduction in either case. Customer shall pay all Fees in U.S. dollars on or before the applicable Effective Date for, as the case may be, the Term or any then Applicable Subsequent Term. If Customer fails to pay the Fees when due, without limiting other rights and remedies of Provider: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer must reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) calendar days or more, Provider may suspend the access of Customer and its Authorized Users to any portion or all of the Services, Provider’s SaaS Solution, or Output Data until such amounts are paid in full.

(b)        Taxes. All Fees and other amounts payable by Customer under the Service Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

(a)        Provider Ownership. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP Rights, Services, Provider’s SaaS Solution, and Output Data.

(b)        License to Customer Data. Provider acknowledges that Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider

(i)         a non-exclusive, royalty-free, worldwide license under Customer’s intellectual property rights in or that read on the Customer Data to modify and create derivative works in the form of Output Data and display internally and use for itself, and indirectly through its Customer, through an Authorized User, Output Data to the extent necessary to effectuate the express licenses granted in Section 2.(a) and Section 2.(b) of the Service Terms; and (ii) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license underCustomer’s intellectual property rights in or that read on the Customer Data to modify and create derivative works in the form of Aggregated Statistics and use, internally display, reproduce, and distribute Customer Data solely in the form of Aggregated Data as may be necessary or useful for Provider to provide, operate, and improve the Services, to develop new products and services, or otherwise exercise Provider’s express rights under the Service Terms.

(c)        Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, Provider’s SaaS Solution, or Output Data including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby grants Provider a springing royalty-free, worldwide, irrevocable, sublicensable, transferable, perpetual license effective upon the provision of any such Feedback described in the preceding sentence to use and incorporate into existing or future Services,Provider’s SaaS Solution, Output Date, intellectual property rights, or other products any Feedback.

(a)         DISCLAIMER OF WARRANTIES. THE SERVICES, PROVIDER’S SAAS SOLUTION, AND OUTPUT DATAARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, ORAL, WRITTEN, STATUTORY, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM ANY COURSE OF DEALING, USAGE OF TRADE, PROPOSAL, SPECIFICATION, OR SAMPLE. PROVIDER DOES NOT ASSUME, NOR DOES PROVIDER AUTHORIZE ANY OTHER INDIVIDUAL OR ENTITY TO ASSUME ON BEHALF OF PROVIDER, ANY OTHER LIABILITY. PROVIDER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE SERVICES, PROVIDER’S SAAS SOLUTION, OUTPUT DATA, AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE REQUIREMENTS OF CUSTOMER, ANY OTHER PERSON, OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

(b)         ADVICE DISCLAIMER. The Services, Provider’s SaaS Solution, and/or Output Data are intended for use by retirement plan professionals and those acting as fiduciaries and are not intended for use by any other type of professional, non-fiduciaries, or other individuals or entities of any kind. Provider does not provide investment, financial, tax, legal or other professional or personalized advice of any kind, and is not, and does not act as, a registered investment advisor, fiduciary, financial professional, or in any other capacity that may be deemed to owe Customer, or its Authorized User(s), or Customer’s clients any professional, common law, or, if applicable, statutory duty whatsoever. Nothing in the Provider IP Rights,Services, Provider’s SaaS Solution, and/or Output Data is intended, and it should not be construed, to be investment, financial, tax, legal, or other professional or other personalized advice. The Services, Provider’s SaaS Solution, and Output Data are provided solely for general educational purposes as expressly described herein. A reference to a particular annuity product or, if applicable any observation or calculation concerning an annuity product, investment or portfolio, that is made in the Services, Provider’s SaaS Solution, or Output Data is not a recommendation to buy, sell or hold any product or investment or make any other investment decisions and does not address the suitability of any financial product or investment. The Services, Provider’s SaaS Solution, and Output Data should not be relied upon and none of them is a substitute for the skill, judgment and experience of retirement planning professionals or individuals acting as fiduciaries. Although opinions, guides, scenarios, output information, calculations, and other information presented in the Services, Provider SaaS Solution, or Output Data may include Provider’s quantitative estimates of projected retirement income and related opinions or commentary regarding financial or investment products, Customer shall be solely responsible to act with due care to make Customer’s own independent studies and evaluations of information provided by Provider and of any investments or products referenced in the Services, Provider’s SaaS Solutions, or Output Data. Customer expressly agrees that any projections, guides, training materials, calculations, information or other Services, Provider’s SaaS Solution, or Output Data made available by Provider are not a substitute for the exercise of appropriate independent professional judgment and expertise; accordingly, Customer agrees that it will not rely upon them as such. Customer should always seek the assistance of appropriate professionals for advice on annuity products, investments, taxes, laws, or other matters. Provider has no responsibility or liability for any investment or financial decisions made by Customer or any third party (including Customer’s Clients) whether made as a result of or while using the Services, Provider’s SaaS Solution, Output Data, or otherwise.

(c)         Information made available by Provider in Services, Provider’s SaaS Solution, Output Data, or otherwise will be based, in whole or in part, on third party data, such as publicly available information that Provider or third parties have obtained or analyzed. Provider does not attempt to verify any third-party information or any third-party analyses or assumptions independently, and Provider undertakes no duty of due diligence or independent verification of any information that Provider receives. The outputs and related analyses, if applicable, made available by Provider are not statements of facts or recommendations for making any investment decisions. Customer, any Authorized User of Customer,Customer’s Client, or any other individual or entity that uses the information provided through the Services, Provider’s SaaS Solution, or Output Data on the website in Exhibit A should not rely on any of it in making any investment, financial, legal, tax, or other decision.

(d)         Customer acknowledges that, at any time, Provider’s employees, directors, officers, shareholders, personnel or other contributors may have a financial interest in one or more of the financial products, securities and instruments mentioned within the Services or Provider SaaS Solution.

(a)         Provider Indemnification.

(b)         Customer Indemnification.  Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from (A) any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with the Service Terms, infringes or misappropriates such third party's intellectual property rights, (B) any Third-Party Claim arising out of Customer’s or its Authorized User’s provision of products or services or their relationship with any client or other person or entity, and/or (C) any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct (including any negligence in the provision of any kind of financial, investment, or other advice, products, or services); (ii) use of the Services, Provider’s SaaS Solution, Output Data, or Documentation in a manner not authorized by the Service Terms; or (iii) use of the Services, Provider’s SaaS Solution, Output Data, or Documentation in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in a prior signed writing; provided that Customer may not settle any Third-Party Claim against Provider without the prior written consent of Provider to such settlement, and further provided that Provider will have the right, at its sole discretion and option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(c)         Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES, PROVIDER’S SAAS SOLUTION, OUTPUT DATA, AND DOCUMENTATION OF PROVIDER INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

(a)          EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR FOR A VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS OR VIOLATION OF THE PROVIDER IP RIGHTS TO THE SERVICES, PROVDER’S SAAS SOLUTION, AND OUTPUT DATA, IN NO EVENT SHALL THE PARTIES BE LIABLE TO EACH OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY RELATING TO THE SERVICE TERMS AND ANY SUPPLEMENTAL TERMS, THE SERVICES, PROVIDER’S SAAS SOLUTION, OUTPUT DATA, DOCUMENTATION, OR ANY OTHER PROVIDER INTELLECTUAL PROPERTY RIGHTS, PRODUCT, OR SERVICE, WHETHER UNDER CONTRACT, TORT, AT LAW, IN EQUITY, STATUTE, OR OTHERWISE IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LOSS DUE TO (i) ANY CUSTOMER DATA; (ii) THE RESULTS FROM THE ACCESS OR USE OF THE PROVIDER SERVICES, PROVIDER’S SAAS SOLUTION, OR OUTPUT DATA BY CUSTOMER OR ITS AUTHORIZED USER(S), OR ANY OF THE RESULTS FROM THE USE OF THE SERVICES, PROVIDER SAAS SOLUTION, OR OUTPUT DATA BY CUSTOMER’S CLIENTS; (iii) ANY DAMAGE TO, OR DEGRADATION OR LOSS OF, ANY OTHER INFORMATION, MATERIALS, OR SOFTWARE OF CUSTOMER OR ITS AUTHORIZED USERS OR CUSTOMER’S CLIENTS; OR (iv) ANY MATTER BEYOND PROVIDER’S REASONABLE CONTROL. THEFOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY FEES HEREUNDER.

(a)          CUSTOMER’S SOLE REMEDY FOR PROVIDER’S LIABILITY REGARDING THE SERVICES, PROVIDER’SSAAS SOLUTION, OR OUTPUT DATA IS HEREBY EXPRESSLY LIMITED TO THE RE-PERFORMANCE OF ANY DEFECTIVE SERVICES PROVIDED BY PROVIDER, OR IF RE-PERFORMANCE IS NOT AVAILABLE OR PRACTICAL, THEN A PRO-RATA REFUND OF THE FEES PAID TO PROVIDER THAT ARE ALLOCABLE TO THE DEFECTIVE SERVICES FOR THE THEN REMAINING TERM OR THEN APPLICABLE SUBSEQUENT TERM. MOREOVER, IN NO EVENT SHALL THE TOTAL LIABILITY OF PROVIDER AND ITS VENDORS ARISING OUT OF OR RELATED TO THE SERVICE TERMS EXCEED THE LESSER OF DIRECT DAMAGES OR FEES PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT FOR THE TERM OR ANY THEN APPLLICABLE SUBSEQUENT TERM IN WHICH SUCH LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 10 ARE A BARGAINED FOR EXCHANGE AND A MATERIAL CONDITION AND PREMISE OF THE SERVICE TERMS.

(a)         Term.   The initial term of the Service Terms begins on the Effective Date and, unless terminated earlier pursuant to the Service Terms's express requirements for such termination set forth below, will continue in effect until the Expiration Date (the "Term") and thereafter any then Applicable Subsequent Term will begin on the anniversary of the Effective Date and continue until the next anniversary of the Expiration Date, at which date annually the next then Applicable Subsequent Term will begin and such renewal will will continue each year unless earlier terminated by either Party providing the other Party prior written notice of non-renewal at least sixty (60) calendar days before the expiration of the, as the case may be, Term or any then Applicable Subsequent Term.

(b)         Termination.   In addition to any other express termination right set forth in the Service Terms:

(c)         Effect of Expiration or Termination.  Upon expiration or earlier termination of the Service Terms, Customer shall immediately discontinue use of the Services, Provider’s SaaS Solution, and Output Data on and, without limiting Customer's obligations under Section 6, Customer and its Authorized User(s) shall delete, destroy, or return all copies of the Services, Output Data, Output Data reports, and Documentation and Customer must certify the destruction thereof in writing to the Provider within fifteen (15) calendar days of such expiration or termination. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

(d)         Survival. All sections of the Service Terms which by their nature should survive termination will survive termination, including, without limitation, Sections 1, 2(e), 5, 6, 7, 8, 9, 10, 11(c ), 11(d) and 12 shall survive any termination or expiration of the Term or any then Applicable Subsequent Term. No other sections in the Service Terms survive the expiration or earlier termination of the Service Terms.

(a)         Entire Agreement.  The Service Terms, which incorporates the above Recitals and any other documents, Exhibits, Supplemental Terms, and billing information referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter of the Service Terms and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, and course of dealings, whether express, implied, oral, written or otherwise, with respect to such subject matter.

(b)           Order of Precedence. In the event of any conflict between the statements made in the body of the Service Terms, its Exhibits, any other documents, Supplemental Terms, or billing information described above and incorporated herein by reference, the following order of precedence governs, except that if billing information for any then Applicable Subsequent Period changes, the Fees stated in such billing information govern as to the then Applicable Subsequent Term: (i) first, the Service Terms, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(d)           Force Majeure. Neither Party be liable to the other Party, or be deemed to have breached the Service Terms, for any failure or delay in performing its obligations under the Service Terms (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances or causes beyond such Party’s reasonable control including, but not limited to, acts of God, flood, fire, earthquake, epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(e)           Assignment. Customer may not assign any rights, duties, or obligations under the Service Terms, whether voluntarily, involuntarily, by operation of law, or due to a merger or acquisition, or sale of all or substantially all of the assets of Customer, without the prior written consent of Provider, at Provider’s sole discretion, and any attempt to assign without such prior consent shall be null and void. No waiver by any Party of any of the provisions of the Service Terms will be effective unless explicitly set forth in a prior writing (excluding email, text, and messages via MS Teams, Slack, What’s App, Zoom, or equivalents thereof) and signed by the Party so waiving. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder.

(f)           Waiver. Except as otherwise set forth in the Service Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege under the Service Terms will operate or be construed as a waiver thereof, in whole or in part, as to any such right, remedy, power, or privilege or the exercise of any other right, remedy, power, or privilege.

(g)          Severability. If any provision, in whole or part, of the Service Terms is invalid, illegal, or unenforceable in any jurisdiction, the validity, construction, legality, and enforceability of the remaining terms will not be affected.

(h)          Governing Law; Jurisdiction. The Service Terms are governed by and construed in accordance with the internal laws of the State of New York notwithstanding its conflicts of laws principles. Any suit, action, or proceeding arising from or related to the Service Terms or the express licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in New York County. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Notwithstanding the foregoing, for any dispute that remains outstanding for thirty (30) calendar days after receipt of written notice of dispute, the Parties expressly agree to submit any such dispute to confidential mediation as set forth in Section 12 (g) below.

(i)            Mediation. Except for termination under Section 10.(b)(i), for any good faith material dispute that arises under or in relation to the Service Terms that remains unresolved for thirty (30) calendar days after notice of such material dispute, the Parties must meet virtually within the next five (5) business days immediately after the expiration of such thirty (30) days, preferably with legal counsel included for each Party, to seek to confidentially resolve that dispute within three (3) business days of such virtual meeting. Any remedy or resolution from such meeting(s) must be in writing, signed by the Parties, and be based solely on the express terms in the Service Terms. Any remedy or resolution of such dispute based, in whole or part, on any implied terms of any kind shall be null and void.

(j)             WAIVER OF JURY TRIAL RIGHT. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THE SERVICE TERMS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE RECITALS AND ANY EXHIBITSTO THE SERVICE TERMS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(k)              Limitation. Any claim or action arising from the Service Terms must be commenced within one (1) year after the cause of action accrues, except for any action to collect amounts owed.

(l)          Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the U.S.

(m)              Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.