Terms of Service for Protech Associates, Inc., Alliance by Protech for Microsoft Dynamics 365 This Cloud Services Agreement (this “Agreement”) is made and effective as of _____________ (the “Effective Date”) by and between Protech Associates, Inc. (Protech), a Maryland corporation, and the Customer, hereafter referred to as the “Parties”, and shall remain in effect for the Term identified on the Order Form. WHEREAS, Customer desires to contract with Protech to provide such Services, as defined herein, based on the terms and conditions set forth in this Agreement; WHEREAS, Protech agrees to provide such Services, as defined herein, to Customer, based on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the promises and mutual agreements between the Parties set forth below, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows: 1. Access to the Subscription Services. Protech grants Customer the right to receive the “Subscription Services” under the following terms and conditions. 1.1. Customer may access the Software in accordance with this Agreement, but has no right to review or receive a copy of the object code or source code to the Software under any circumstances. 1.2. Protech expects to update and upgrade the Subscription Services from time to time as Protech deems necessary to maintain and/or maximize functionality. Protech will use its best efforts to notify Customer of the implementation of any and all regular ”Updates” and ”Upgrades” within a commercially reasonable timeframe. These Updates and Upgrades will occur automatically, as determined by Protech. 1.3. Protech solely owns the Intellectual Property in the Software (except for specifically identified third party components) and the Documentation. This Agreement provides no license rights to Customer to the Software, under any circumstances. 1.4. Protech will provide user interface access to Software identified on the Order Form via supported internet browsers of the Subscription Services, which may change from time to time. Direct developer level access to .NET code, SQL Server database/tables, SQL Reporting Services, including Windows Servers console/desktop access is neither authorized nor available to Customer. 2. Conditions of Use and Prohibited Activities. The Subscription Services provided to Customer are non-exclusive, non-transferable (except as provided in Section 21), and are for Customer’s internal business use only, which use shall be disclosed to and approved by Protech in writing. Customer’s right to use the Subscription Services is conditional upon Customer not engaging in any of the following actions set forth in Sections 2.1 through 2.9. 2.1. Transfer to any other association, company, person or any other entity any of its rights under this Agreement to use the Subscription Services; 2.2. Sell, rent, or lease the Subscription Services; 2.3. Directly or indirectly make the Subscription Services available to anyone who is not an authorized Subscriber. Shared, generic accounts are not available or permitted. 2.4. Create any Derivative Works developed from or based in any respect upon the Subscription Services or Documentation; 2.5. Copy any feature, design or graphic in the Software, or reverse engineer the Software; 2.6. Access the Subscription Services (i) in order to support, facilitate, develop, or build a potentially competitive solution or to support or assist any entity or person to develop or build a potentially competitive solution; (ii) if the Customer is an employee of, or a consultant to, a Protech competitor wherever located, or has, or plans to have, now or in the future, any business dealings or business relationship with a Protech competitor; or (iii) to disclose, make available, access, use, or appropriate Protech’s “Confidential Information” as defined in Agreement Section 17 .; 2.7. Use the Subscription Services in a way that violates any criminal or civil law; 2.8. Exceed the usage limits listed in the Order Form plus any additional “Subscribers” who have been purchased and paid for by Customer; or 2.9. Use the Subscription Services if Customer has breached this Agreement and failed to timely cure such breach. 3. Customer Data. 3.1. Customer must provide all data for use in the Subscription Services, and Protech has no obligation to modify or add to the “Customer Data”. Customer is solely responsible for the content and accuracy of the Customer Data. 3.2. The Customer Data belongs to Customer, and Protech makes no claim to any right of ownership in it. 3.3. Protech will use best efforts to keep the Customer Data confidential in accordance with Section 17.4. 3.4. Protech, in its sole discretion, will use the Customer Data only as necessary to carry out its obligations under this Agreement. However, Protech: 3.4.1. May observe and report back to Customer on Customer’s usage of the Subscription Services, and make recommendations for Customer’s improved usage of the Subscription Services; and 3.4.2. May identify trends and publish reports on its findings to include data aggregated from more than one Customer site that do not identify Customer. 3.5. Protech will take commercially reasonable technical and organizational measures to keep Customer Data secure and to protect it against accidental loss or unauthorized destruction, alteration, disclosure or access and will utilize Customer Data in accordance with Customer’s reasonable and lawful instructions. 3.6. Protech will specify that the data center containing the Customer Data meets the following physical and electronic security requirements: (i) single point of entry; (ii) main access monitored with additional access for emergency purposes only; (iii) surveillance cameras in facility; (iv) access validation with identity check; (v) access only to persons on Protech’s approved access list, which Customer shall keep current; (vi) log-in validation; (vii) creation of accounts only as verified by Protech or by a sub-contracted hosting provider; (vii) access to servers via encrypted means; and, (ix) servers running behind secure firewall. 3.7. Protech will back-up Customer Data within each 24 hour period, and will have the ability to restore Customer Data for up to 14 calendar days. 4. Subscription Services Warranties; Customer’s Sole and Exclusive Remedies for Breach of these Warranties. Protech warrants that (i) the Subscription Services will function substantially as described in the Documentation; and (ii) Protech owns or otherwise has the right to provide the Subscription Services to Customer under this Agreement. The remedies set out in this Section 4 are Customer’s sole and exclusive remedies for breach of either warranty. 4.1. If the Subscription Services do not function substantially in accordance with the Documentation (i.e., User Guide), Protech shall, at its option, either (i) modify the Subscription Services to conform to the Documentation; or (ii) provide a workaround solution that will reasonably meet Customer’s requirements. If Protech determines that neither of these options is commercially feasible, Protech will so advise Customer, and either Party may then terminate the relevant Order Form under this Agreement without further obligation to the other, in which case Protech shall refund to Customer all prorated subscription fees prepaid to Protech for unused Subscription Services under the relevant Order Form, as of that Termination Date (i.e. the date that either party notifies the other in writing that the Order Form has been terminated), and Protech shall have no further obligation to Customer. 4.2. If the normal operation, possession or use of the Subscription Services by Customer is found by a final judgment issued by a court of competent jurisdiction to infringe any third party U.S. intellectual property right, or if Protech believes that such infringement may take place, Protech shall, at its option; (i) obtain a license from such third party for the benefit of Customer; (ii) modify the Subscription Services to avoid potential infringement; or (iii) if neither of these options is commercially feasible, terminate the relevant Order Form under this Agreement, in which case Protech shall refund to Customer all subscription fees prepaid to Protech under the relevant Order Form for unused Subscription Services this Termination Date (i.e. as of the date Protech provides written notice of such termination), and shall have no further obligation to Customer under the Agreement. 4.3. Protech shall have no warranty obligation to Customer and no liability for breach of warranty to Customer: 4.3.1. Where that Software has been modified in any respect by Customer or by any third party, unless the precise modification has been pre-approved in writing by Protech’s CEO; or 4.3.2. Where a problem in the Subscription Services was caused in any respect by any third party software or hardware, by accidental damage, or due to any occurrence beyond Protech’s control. 5. Professional Services. “Professional Services” are services that assist with creating solutions based on Protech technologies, helping with the technical readiness of Customer’s staff including project management, consulting, training, configuration, customization, report development, custom enhancements, software development, business process analysis, and IT/Networking services. 5.1. Professional Services will be performed with reasonable skill, care, and diligence. 5.2. Professional Services are provided according to the specific terms and conditions set forth in writing in a Statement of Work (“SOW”), a Professional Services Estimate (“PSE”), or other specific agreement signed by the Parties. 5.3. Unless otherwise specified in a new agreement or an addendum to an existing Statement of Work, Professional Services will be invoiced at the then current Service and/or Support Plan Level Hourly Rate. 5.4. Customer understands that Protech’s performance of Professional Services under this Agreement is contingent on the Customer’s timely, capable, and diligent performance of its own Responsibilities under this Agreement. 5.5. Ad-Hoc Professional Services: Customer may request that Protech provide Ad-Hoc Professional Services from time to time. In each instance, requested Professional Services estimated to exceed four (4) hours must be approved by Customer prior to Protech scheduling resources and delivery of such Professional Services. 6. Statement of Work. 6.1. Protech shall provide a Statement of Work or other specific agreement for each project or engagement to be undertaken, and shall specifically outline the scope of services to be provided to Customer. Each SOW shall be incorporated by reference and attached as an Appendix to this Agreement. 6.2. Customer may request changes to a completed or partially-completed SOW or other specific agreement between the Parties. Upon Customer’s written request to modify the SOW or other specific agreement between the Parties, Protech will submit a written quote with the estimated costs and considerations for delivery of the requested changes. If Customer authorizes any changes to the original SOW or other specific agreement, the Parties shall outline the modified terms in a written change order (“Change Order”), which shall be signed and dated by Customer and Protech. An emailed confirmation of such changes between the Parties shall also be effective to implement the revised terms without the necessity of a Change Order. Any Change Order (or other confirmation) shall be incorporated by reference into the applicable SOW or other specific agreement. 6.3. Out-of-Scope Work. It is agreed and understood that Customer may request Protech to provide Services that are beyond the scope of the SOW or other specific agreement between the Parties that is in effect. In that event, Protech will so notify Customer that such Services are “out of scope,” and any such Services that are provided by Protech shall be billed to Customer on a “time and materials” basis at Protech’s then current rate. 7. Protech Licensed Software. Protech Licensed Software is the “out of the box” software developed strictly by Protech that conforms to the end user documentation and which has not been developed or modified per a specific Customer engagement. 8. Custom Software Development. Custom Software Development includes changes that are made to Protech Licensed Software, including, reports and/or software development requested for third party product and website integrations. Protech may elect to offer to Customer Custom Software Development Professional Services based on its ongoing appraisal of Customer’s requirements, technical and manpower capabilities, and readiness, during the Parties’ engagement, or Customer may request that Protech provide Custom Software Development. In either event: 8.1. Protech will provide Custom Software Development Professional Services upon request and written approval from Customer. 8.2. Protech will provide Customer with fee based support services to manage any and all Custom Software Support subject to Protech resource availability and Protech Custom Software Development standard operating procedures, as Protech may put in place from time to time. 8.3. All support services related to estimating, managing, designing, developing, maintaining and supporting Custom Software are invoiced at the then current hourly rate. 8.4. All Professional Services related to Custom Software Development are billable. 9. Protech’s Responsibilities 9.1. Protech shall perform its duties and responsibilities and provide the Services specified in accordance with the Agreement, subject to, for example, Sections 10, 15, and 16. 9.2. Protech’s ability to meet project milestones within time and cost estimates is dependent on Customer’s timely and capable performance of its own duties and responsibilities set forth in the Agreement including Section 10. Protech’s performance and Professional Services will be impacted by Customer’s technical capabilities, expertise, infrastructure readiness, cooperation, priorities, organization, internal management, manpower turnover and availability, due diligence, and like factors. 9.3. Protech is committed to work with Customer to amicably resolve any dispute between the Parties and any other impediments to the completion of all contracted-for work under this Agreement. 9.4. Update and Upgrade Services: During the Term of Customer’s subscription, Protech may be required to provide, or, in its sole discretion, may provide Software Updates and Upgrades to remain in compatibility and operability with the related component parts of the Subscription Services. 9.4.1. The Professional Services required for the installation of the Protech UX Online™ Updates or Upgrades are provided without additional fees. 9.4.2. Update Services or Upgrade Services to Protech’s MX Online™ product suite, Third Party Subscription Services or any systems that are not located at Protech’s data center, or any software or systems not managed directly by Protech are billable and will be provided to the Customer in the form of an SOW or other specific agreement by the Parties. 9.4.3. The Professional Services to refactor custom software, reports, or solutions for the new version, including validation, deployment, and testing, are billable and will be provided to Customer in the form of an SOW or other specific agreement between the Parties. 10. Customer’s Responsibilities. 10.1. Customer shall diligently perform its duties and responsibilities in a timely, cooperative, and capable manner that makes the implementation a priority and supports and facilitates Protech’s performance and provision of Services under this Agreement. Customer will not delay or interfere with Protech’s performance or provision of Services, or take any action that adds unnecessary cost to the implementation. 10.2. Customer shall be responsible to ready its infrastructure and to accurately, completely, and properly format its data as specified by Protech, to facilitate the data migration and project implementation. 10.3. Customer is committed to work with Protech to amicably resolve any dispute between the Parties which may arise or any other impediments to the completion of all contracted-for work under this Agreement. 10.4. Customer understands and agrees that periodic “Updates” or “Upgrades” to the Software are necessary to maintain Software functionality. Customer shall pay all costs associated with Software Updates and Upgrades as provided in Sections 9.4.2 and 9.4.3. 10.5. If Customer repeatedly fails to meet its cooperation, readiness, capability, availability and/or other performance obligations under this Section, such failure shall be considered a material breach under Agreement Section 14, and if it remains uncured for thirty (30) calendar days following due notice from Protech, Protech shall be relieved of its obligations under the Agreement at that time, and may elect to exit the Agreement without further obligation to Customer. 10.6. Customer shall be responsible to immediately notify Protech of any changes in its roster of Subscribers. Customer shall be solely responsible for any corruption or intervention related to Customer Data resulting from the acts or omissions of its Subscriber roster. 11. Intellectual Property Ownership. Protech solely and exclusively owns all the ”Intellectual Property” rights in the “Work Product” defined in Section 22.7 including, without limitation, patent, trademark, copyright, and trade secrets rights, title to, interest in, and ownership of any and all proprietary rights with respect to, and in, the Work Product, and all copies, portions, and modifications thereof (by whomever made, whenever made, and wherever made) , now and in the future, regardless whether this Agreement remains in effect, as set forth in Section 14.2. Upon payment in full of all amounts due for Professional Services, Customer shall have a non-exclusive, non-transferable (except as provided in Section 21.4) right to use the Work Product only for Customer’s internal business purposes. Protech hereby grants to Customer a nonexclusive, nontransferable license to use such Protech Intellectual Property solely to the extent necessary for Customer to utilize the Work Product for its stated purpose under this Agreement, and for no other purpose. Customer has no right to sell, offer to sell, reproduce, display, disclose, distribute, adopt or modify the Work Product, to reverse engineer the Work Product, to create derivative works from the Work Product, or to sublicense the Work Product. Customer’s right to use the Work Product shall continue only for so long as Customer meets all its obligations under the Agreement, including those obligations that survive the Agreement, and shall be subject to the same terms and conditions as Customer’s right to use the Subscription Services. 12. Term of Subscription Agreement. Customer hereby contracts Protech to provide Subscription Services for the Term set forth in the Order Form. 13. Billing and Payments. Customer must pay the fees listed in the relevant Order Form in a timely manner to receive uninterrupted services, and the following terms and conditions are applicable: 13.1. Customer will be billed a monthly fee for the Subscription Services listed on the Order Form. 13.2. Any additional Subscription Services requested by Customer will be reflected in its monthly bill. Subscription Services are not prorated, and are billed as of the start of any month that they are in effect. Customer will be billed for all Subscribers authorized at any time during the month. 13.3. The monthly Subscription Fee for the addition or removal of a Subscriber is identified on the Order Form. 13.4. All invoices will be available electronically to the Customer Primary Contact and any Customer Secondary Contact(s) as determined by the Customer Primary Contact. 13.5. Subscription Service payments will be drafted monthly via ACH in US Currency. All other invoices may be paid by check, wire transfer, or ACH in US Currency. Customer shall be responsible for payment of any sales, use, value added or other taxes or import duties (other than corporate income taxes payable by Protech) due as a result of any amounts paid to Protech for Services under the Agreement. 13.6. The Parties understand and agree that Protech will provide and bill Customer for access to the Enterprise Subscription service detailed on the Order Form beginning within forty-five (45) calendar days of the Effective Date. The Subscription Services term start date will begin on the date of the transition from the project implementation system to the production system. Once the Subscription Services are in production, the Parties understand and agree Protech will provide access to and invoice Customer for all Core subscribers detailed on the Order Form. 13.7. Customer will incur and is obligated to pay a Finance Charge on any overdue amount of one and one-half percent (1.5%) of the unpaid balance for each month or portion of a month that any payment is overdue. A payment is considered to be overdue if it is not received by Protech within the time period specified on Protech’s invoice. Interest on overdue accounts receivable shall compound monthly. 13.8. Subscription Services not contracted within the Order Form are available for purchase at the appropriate pricing at the time of such purchase as defined on the Protech price sheet, which will be updated from time to time. 13.9. Professional Services are calculated and invoiced on a quarter-hour basis. 13.10. Billing Dispute Resolution Procedure. If Customer considers part of an entire invoice to be in error, Customer is required to adhere to the Billing Dispute Resolution Procedure set forth in this Section, and send a written explanation (signed letter or e-mail) to Protech within fifteen (15) calendar days from the invoice date stating the specific reasons that the invoice is not considered correct. Protech will review and respond to the dispute in writing (signed letter or email) within fifteen (15) calendar days: (i) if Customer’s position is verified, an adjustment will be made to the relevant invoice; (ii) if the Customer’s position is not verified and accepted by Protech, the charges in question are considered due in full at that time. Customer shall not withhold payment for any undisputed charges in an invoice due to Protech while Protech is evaluating any contested portion thereof. 14. Notice of Termination. 14.1. Termination upon Breach-Events of Breach. Either Party may terminate this Agreement by providing thirty (30) calendar days written notice to the other Party in the event: (1) the other Party is in material breach of its obligations under this Agreement and fails to cure such breach within thirty (30) calendar days following written notice of the breach particulars from the Party declaring breach; (2) the other Party ceases to actively do business (in whole or in part), becomes or is declared insolvent or bankrupt under federal or state law, or is the subject of any proceedings relating to its insolvency or liquidation; (3) the other Party is subject to a merger or consolidation in which it is not the surviving or controlling Party, which surviving or controlling Party fails to assume its predecessor’s obligations under this Agreement; or (4) Protech may terminate this Agreement without further obligation to Customer thirty (30) calendar days after having provided written notice of such material breach particulars and notice of termination of services in the event: a) that Customer fails to meet its financial obligations for Subscription Services, Professional Services or expenses invoiced under Agreement Section 13 ; or (b) Customer fails to timely meet its responsibilities under Section 10 in that thirty (30) calendar day period. 14.2. Effect of Termination. Upon termination of this Agreement for any reason, Protech shall promptly terminate the Subscription Services, and shall provide a final invoice for all Services rendered and expenses incurred. Customer shall pay for all Services rendered and expenses incurred by Protech up to and including the effective date of such termination according to the Agreement, to include any Finance Charges. Final payment of any and all outstanding amounts shall be due within fifteen (15) calendar days following the earlier of the effective date of such termination or the date that Protech’s final invoice is received. The “Monthly Subscription” Deposit (less any unpaid balances due by Customer to Protech) will be returned to Customer within thirty (30) calendar days of the termination date of the Subscription Service Agreement, and after all accounts have been settled. The provisions of Sections 2, 4, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 26 of this Agreement shall survive the termination of this Agreement for any reason. 14.3. Termination of SOW, Order Form, or Specific Agreement between the Parties. The Party’s agreed upon termination of any SOW, Order Form, or specific agreement between them documenting contracted-for Services to be provided by Protech shall not serve to terminate any other SOW, Order Form, or other specific agreement between the Parties, and shall not serve to terminate this Agreement, which shall remain in full force and effect until the expiration of its Term, unless duly terminated pursuant to section 14.1. 14.4. If Protech terminates this Agreement because of non-payment by Customer, all unpaid fees for the remainder of the Subscription Term shall immediately become due for payment to Protech. Customer shall bear all Protech’s costs of collection for any payments that are overdue to include any and all interest on the overdue balance, taxes, and/or duties that Protech incurs, and reasonable attorneys’ fees that Protech incurs in an effort to collect any monies due under this Section 14.4. 14.5. Upon termination of Customer’s Subscription Service, Protech will provide Customer with all reasonably recoverable Customer Data as a backup of the Microsoft SQL Server database. Protech will provide the Microsoft SQL Server database back up within thirty (30) calendar days written notice from Customer at no additional cost to Customer, provided that there are no delinquent account balances or other obligations under Section 13 owed to Protech by Customer. If there are any such delinquent account balances, the Customer Data will be provided to Customer after all such delinquent balances are paid in full. Protech will deliver the Customer Data via FTP site download. Alternative file formats may be available at Customer’s expense. Protech may elect to retain Customer Data in backup media for an additional period of up to 12 months or longer if required by law. 14.6. Injunctive Relief. The Parties acknowledge that any material breach of either Party’s obligations related to prohibited activities set forth in Sections 1.4, 2, 11, or 21, impermissible use or disclosure of Confidential Information set forth in Section 17, or violating the No-Solicitation obligation set forth in Section 20 would cause irreparable harm to the protected Party for which there are no adequate remedies at law. Accordingly, it is agreed that the protected Party is entitled to specific performance or injunctive relief for any such breach without posting a bond or proving actual damages, and without prejudice to any other remedies that may be available under the Agreement 15. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROTECH’S SUBSCRIPTION SERVICES, WORK PRODUCT AND PROFESSIONAL SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND PROTECH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROTECH DOES NOT WARRANT THAT THE USE OF THE SUBSCRIPTION SERVICES, WORK PRODUCT, AND PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 16. Limitation of Liability. 16.1. IN NO EVENT SHALL PROTECH OR CUSTOMER BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE TO THE OTHER PARTY OR TO THE OTHER PARTY’S OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, SUPPLIERS, MEMBERS, OR ANY OTHER THIRD PARTY AFFILIATED WITH THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (SUCH AS DAMAGES FOR: LOSS OF GOODWILL; WORK STOPPAGE; LOST, DISCLOSED, HACKED, OR CORRUPTED DATA; COMPUTER FAILURE OR MALFUNCTION; LOST PROFITS; LOST REVENUE; LOSS OF CLIENTS OR MEMBERS; LOST BUSINESS OR LOST OPPORTUNITY; OR ANY OTHER SIMILAR DAMAGES OF ANY AND EVERY NATURE, UNDER ANY THEORY OF LIABILITY,WHETHER IN AN ACTION IN LAW OR EQUITY, FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, NEGLIGENCE, VIOLATION OF STATUTE, ORDINANCE, OR REGULATION, STRICT LIABILITY, OR ANY OTHER THEORY), EVEN IF PROTECH HAS BEEN INFORMED OF THIS POSSIBILITY, ARISING OUT OF OR RELATED IN ANY WAY TO PROTECH’S PROVISION OF SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES, SOFTWARE, DOCUMENTATION, OR WORK PRODUCT AND PERFORMANCE OF ITS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT, OR DUE TO ANY DELAY IN PERFORMANCE OR FAILURE TO PERFORM ANY SUCH DUTIES OR RESPONSIBILITIES OR TO PROVIDE ANY SERVICES HEREUNDER. NOR SHALL PROTECH BE LIABLE UNDER THIS AGREEMENT DUE TO ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER CAUSED IN WHOLE OR PART BY “FORCE MAJEURE” AS DEFINED IN THIS AGREEMENT. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES, SOFTWARE, AND DOCUMENTATION NECESSARY TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE USE AND RESULTS OF THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES, AND WORK PRODUCT. 16.2. THE AGGREGATE TOTAL LIABILITY OF PROTECH TO CUSTOMER (DEFINED IN THIS SECTION TO INCLUDE, BUT NOT BE LIMITED TO, CUSTOMER’S OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, SUPPLIERS AND MEMBERS) FOR ANY DIRECT LOSS, COST, CLAIM, OR DAMAGES OF ANY AND EVERY KIND RELATED TO ANY AND ALL FAILURE(S) BY PROTECH TO SATISFACTORILY PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT, INCLUDING ANY SOW, ORDER FORM, OR OTHER SPECIFIC AGREEMENT BETWEEN THE PARTIES SHALL NOT EXCEED A ONE (1) –TIME PAYMENT OF THE AMOUNT OF THE FEES PAID OR PAYABLE BY CUSTOMER TO PROTECH UNDER SUCH RELEVANT SOW, ORDER FORM, OR OTHER SPECIFIC AGREEMENT BETWEEN THE PARTIES DURING THE 12 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO OR CONTRIBUTING TO SUCH LOSS, COST, CLAIM, OR DAMAGES, LESS ANY SET-OFF THAT IS REASONABLY ATTRIBUTABLE TO CUSTOMER’S ACTS, OMISSIONS, AND/OR FAILURE TO ADEQUATELY PERFORM ALL ITS RESPONSIBILITIES UNDER THIS AGREEMENT AFFECTING PROTECH’S PERFORMANCE. THIS LIMITATION ON LIABILITY WAS AND CONTINUES TO BE AN EXPRESS PART OF THE BARGAIN BETWEEN PROTECH AND CUSTOMER, AND WAS AND CONTINUES TO BE A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE BY CUSTOMER TO PROTECH. HOWEVER, THERE IS NO LIMITATION ON DIRECT LOSS, CLAIM, OR DAMAGES ARISING AS A RESULT OF AN INFRINGEMENT OF PROTECH’S INTELLECTUAL PROPERTY RIGHTS, THE DISCLOSURE OF PROTECH’S CONFIDENTIAL INFORMATION, THE RELATED ACTIVITIES PROHIBITED IN SECTIONS 2, 11, 17, 21.4, AND 21.5, OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTIONS 18 AND 19. 17. Non-Disclosure of Confidential Information. 17.1. For purposes of this Agreement, “Confidential Information” shall be defined to include, but shall not be limited to, all information marked as “confidential,” and shall include all Protech trade secrets, technical information, processes, works of authorship, inventions, discoveries, developments, systems, computer programs, Protech’s proprietary source codes, algorithms, formulae, methods, ideas, test data, know-how, functional and technical specifications, designs, drawings, blueprints, passwords, analysis, research, reports, disclosures, reproductions, books, records, business plans, marketing, sales and pricing strategies, Protech Customer information and lists, Protech’s prospective Customer information, lists, and solicitations, programming code and other documentation, Customer Confidential Information consisting of proprietary financial and policy information not otherwise available to the public and Customer Data, or materials created under this Agreement in conjunction with the Subscription Services and/or Professional Services rendered, including, for example, the Work Product, Documentation, any SOW, Order Form, or other specific agreement between the Parties, the appendices thereto, any requests for proposal(s), proposals and responses thereto, estimates, bids, and negotiations leading to the Agreement, the Agreement itself, and correspondence of any and every nature regarding the terms of engagement, Protech’s provision of services, performance and implementation of the Agreement, any Protech training materials, forms, processes, developments, prices and operations, user documents, and similar materials, whether in electronic or written form or in any other medium, wherever stored. 17.2. The Subscription Services, Software, Documentation, and Work Product contain valuable trade secrets that are the sole property of Protech, and Customer agrees to use its reasonable best efforts to prevent any unauthorized individual or entity from learning of these trade secrets. Customer shall use reasonable best efforts to prevent unauthorized access to or duplication of the Subscription Services, Software, Documentation, and Work Product. Customer shall also use its reasonable best efforts to protect against the unauthorized publication of Protech’s Confidential Information in any medium, and to prevent the unauthorized publication, use, disclosure, dissemination, or distribution of Protech’s Confidential Information. Customer shall not under any circumstances disclose or make available to any third party Protech’s Confidential Information described in this Section 17 and shall not permit any unauthorized individual or entity to have any access to Protech’s Confidential Information under any circumstances. 17.3. The Customer’s Confidential Information includes Customer Data, which may include valuable trade secrets that are the sole property of Customer. Protech will take commercially reasonable best efforts to prevent unauthorized individuals or entities from learning of these trade secrets by implementing the protocols set forth in Sections 3.5 and 3.6. 17.4. Sections 17.1 through 17.3 do not apply to any information that (i) is now, or subsequently becomes, through no act or failure to act, wrongful act, violation of any law, or breach of this Agreement on the part of receiving Party (the “Receiver”), generally known or available in the public domain; (ii) is known by the Receiver at the time of receiving such information, as evidenced by the Receiver’s records; (iii) is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure; (iv) is required to be disclosed by law, provided that the Party to whom the information belongs is given prior written notice of any such proposed disclosure, or (v) was independently developed by the Receiver without reference to any Confidential Information. 18. Infringement Indemnification by Protech. Protech hereby indemnifies and holds harmless Customer, its affiliates, directors and employees from and against any damages finally awarded in a final judgment by a court of competent jurisdiction against Customer, reasonable costs and reasonable legal fees incurred by Customer arising out of any third Party suit, claim or other legal action which proved that the use of the Subscription Services, Professional Services, Documentation or Work Product by Customer infringes any copyright, trade secret or United States patent, (“Legal Action”). Protech shall have the right to assume the defense of the Legal Action. 18.1. Protech shall have no indemnification obligations of any kind for any Legal Action arising out of: (i) a combination of the Subscription Services, Professional Services, Software, or Work Product with software or products not supplied or approved in writing by Protech; (ii) any repair, adjustment, modification or alteration to the Subscription Services, Professional Services, Software, or Work Product by Customer or by any third party, unless approved in writing by Protech; (iii) any refusal by Customer to install and use a non-infringing version of the Subscription Services, Professional Services, Software, or Work Product offered by Protech under Section 4.2 (ii); or (iv) any refusal by Customer to fully cooperate with Protech and to meet Customer’s obligations under the Agreement including this Section 18. This Section 18 states the entire liability of Protech with respect to any intellectual property infringement by the Subscription Services, Professional Services, Software, or Work Product. 18.2. Customer shall give written notice to Protech of any Legal Action no later than five (5) calendar days after first receiving notice of such Legal Action, and shall give copies to Protech of all communications, notices and/or other actions relating to the Legal Action. Customer shall give Protech the sole control of the defense of any Legal Action, shall act in accordance with the reasonable instructions of Protech, and shall give Protech such assistance as Protech reasonably requests to defend or settle such claim. Protech will conduct its defense in a manner that is not adverse to Customer’s interests. Customer may employ its own counsel to assist it with respect to any such claim. Customer will bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a demonstrable conflict of interest with Protech or its counsel, or because Protech fails to assume control of the defense. Customer will not settle or compromise any Legal Action without Protech's express written consent, which will not be unreasonably withheld. Protech shall be relieved of its indemnification obligation under Section 18 if Customer materially fails to comply with Section 18. 19. Indemnification by Customer. Customer indemnifies and holds harmless Protech, its affiliates, owners, officers, directors, and employees from and against any damages finally awarded by a court of competent jurisdiction against Protech, reasonable costs and reasonable legal fees incurred by Protech arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the Customer Data, including, without limitation, any action for infringement of any trademark, copyright, trade secret, patent or, any and all violations of or interference with anyone’s or any entity’s proprietary, privacy, or other rights with respect to the Customer Data (hereafter, “Legal Claim”). 19.1. Protech shall give written notice to Customer of any Legal Claim no later than five (5) calendar days after first receiving notice of a Legal Claim, and shall give copies to Customer of all communications, notices and/or other actions relating to the Legal Claim. Protech shall give Customer the sole control of the defense of any Legal Claim, shall act in accordance with the reasonable instructions of Customer and shall give Customer such assistance as Customer reasonably requests to defend or settle such claim. Customer will conduct its defense in a manner which is not adverse to Protech’s interests. Protech may employ its own counsel to assist it with respect to any such claim. Protech will bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a demonstrable conflict of interest with Customer or its counsel, or because Customer fails to assume control of the defense. Protech will not settle or compromise any Legal Claim without Customer’s express written consent, which will not be reasonably withheld. Customer shall be relieved of its indemnification obligation under Section 19 if Protech materially fails to comply with Section 19. 20. Non-Solicitation. 20.1. During the Term of this Agreement, and for a period of twelve (12) consecutive months from the effective date of termination of this Agreement, for any reason (whether initiated by Customer or Protech), neither Party shall directly or indirectly, solicit or attempt to solicit for hire, and shall not hire as an employee, or utilize as an independent contractor, consultant, or other engagement, either for its own benefit or for the benefit of any affiliate or third party or other business or entity, any person who was an employee of Customer or Protech at the time of the termination of this Agreement, or whose employment terminated for any reason within six (6) months prior to termination of this Agreement and had direct personal contact with, worked with, was supervised by, or supervised, in any manner or capacity, any employee, agent, or consultant of the other Party in any matter(s) related to the Services or Software provided under this Agreement. Further, neither Party shall take any action to terminate, diminish, or alter the terms of employment of the other Party’s employees covered by this Subsection or to violate or negate the terms of any agreement or understanding existing between such employee and the other Party. 20.2. Customer recognizes and agrees that Protech’s employees who have been tasked with providing consulting services to Customer have been provided with Confidential Information and highly technical training and experience in developing and implementing Protech’s proprietary services and technologies, and that Protech would suffer significant harm were Customer to employ or directly or indirectly engage such Protech employee as a contractor or consultant to Customer or for Customer’s benefit through any third party as prohibited by Section 20.1. Customer acknowledges that the damages suffered by Protech in Customer’s hiring of a Protech employee or other utilization of a Protech employee in violation of Section 20.1 are difficult, if not impossible, to ascertain, and agrees to compensate Protech for such hiring or other utilization in an amount not less than $100,000 U.S. 20.3. Protech acknowledges that the damages suffered by Customer in Protech’s hiring of a Customer employee or other utilization of a Customer employee in violation of Section 20.1 are difficult, if not impossible, to ascertain, and agrees to compensate Customer for such hiring or other utilization of a Customer employee in violation of this Section in an amount not less than $100,000 U.S. 21. Miscellaneous. 21.1. Entire Agreement: This Agreement together with the Order Form and Statement of Work, which are incorporated hereunder and made part hereof, represents the entire Agreement of the Parties, and supersedes any and all prior understandings, agreements, representations, solicitations, requests for proposal(s), proposals, discussions, and communications, whether oral, written, or electronic with respect to the subject matter of this Agreement. 21.2. Modification, Amendment, Waiver or Termination. No provision of this Agreement may be modified, amended, waived, or terminated except by an instrument in writing subsequently signed by the Parties to this Agreement. No course of dealing between the Parties will modify, amend, waive, or terminate any provision of this Agreement or any rights or obligations of any Party under this Agreement. 21.3. This Agreement will be governed by the laws of Maryland (excluding its conflict of law rules). The Parties consent to the exercise of exclusive jurisdiction by the state or federal courts in the State of Maryland for any claim relating to this Agreement. 21.4. Customer may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Protech. Protech may not withhold such consent in the case of an assignment by Customer of its rights and obligations to an entity that has acquired all or substantially all of Customer’s assets, or to an assignment that is part of a genuine corporate restructure, so long as the assignee or successor accepts in writing, and agrees to abide by, and, in fact, abides by all the terms and conditions of this Agreement. Any assignment in breach of this Section is void. 21.5. Customer may not export or re-export to any person, company, or organization, directly or indirectly, any Subscription Services, Documentation, Work Product, or Confidential Information of Protech to any entity or country outside the United States except (i) as permitted under the U.S. Commerce Department’s Export Administration Regulations; and (ii) approved in advance in writing by Protech. 21.6. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, the validity and enforceability of the other provisions of this Agreement will not be affected or impaired thereby. 21.7. Interpretation. This Agreement shall be construed in accordance with its plain meaning, without giving any effect to any implication or inference arising from the fact that it may have been drafted by or on behalf of any Party to this Agreement. 21.8. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. 21.9. Relationship. Protech will perform under this Agreement as an independent contractor of Customer, and this Agreement shall not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Customer and Protech. Neither Party shall have any authority to enter in to any agreement on the other Party’s behalf or to otherwise bind the other Party to any agreement or obligation, under any circumstances. 22. Glossary. 22.1. “Customer Data” means any electronic information stored in the Software database. 22.2. “Software” means a set of programs, procedures, functions, associated data and/or its documentation which causes a computer to perform useful tasks beyond the running of the computer itself. 22.3. “Documentation” means user documentation provided electronically by Protech that describes the functionality of the Software. 22.4. “Order Form” means a document that summarizes the Subscription Services, Professional Services, and/or Third Party Subscription Services purchased by Customer. 22.5. “Professional Services” means services provided by Protech resources including, for example, consulting, training, configuration, customization, report development, custom enhancements, custom software development, business process analysis, and IT/Networking services. 22.6. “Subscription Services” means the hosted Protech Cloud Business Solutions (PCBS) and 3rd Party Software identified in an Order Form, not modified by a specific custom software engagement, and including any modifications, Updates and Upgrades periodically made by Protech, and underlying data center and managed services necessary to support that Software. 22.7. “Work Product” means object code, source code, technical specifications, algorithms, flow charts, documentation, information, reports, test results, findings, inventions, concepts, data, designs, drawings, hardware, processes, methods, software programs, techniques, technology tools, discoveries, developments, improvements, information, ideas, and any works and other materials and any other intellectual property developed by Protech either alone or with others in providing the Professional Services to Customer. 22.8. “Upgrade” means any Software product release which is based on new and / or refactored code to support new features, maintain functionality, and potentially new technical platforms and architecture. In general, an Upgrade occurs when the version number to the left or immediately to the right of the decimal changes. (e.g. v2 to v3 or 5.1 to 5.2) 22.9. “Update” means a Software product release that includes minor / incremental modifications for existing functionality as well as bug fixes or code for interim remediation of new scenario issues. In general, an Update occurs when the version two or more places to the right of the decimal changes (e.g. v5.1.3 to v5.1.4). 22.10. “Release” means any new version of Software that is packaged for deployment to new and / or existing Customers. 22.11. “Force Majeure” means causes beyond that Party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, labor disputes, embargo, acts of civil or military authority, war, terrorism (including cyber-terrorism), Acts of God, acts or omissions of internet traffic carriers, actions or omissions of regulatory of governmental bodies (including the passage of laws or regulations or other acts or government that impact the delivery of Subscription Services or Professional Services), or other events beyond Protech’s control, including, but not limited to, power outage or any utilized cloud data center (e.g., Microsoft Azure) availability, including system maintenance. 22.12. “Subscriber” is an employee of Customer or a person to whom Customer has outsourced services as explicitly authorized by Protech and by Customer to access the Subscription Services. A Subscriber must be an authorized named user, and cannot be a generic e-mail queue or group. Subscriber access is not transferrable. 22.13. “Third Party Subscription Services” are services that are secured for the Customer by agreements between Protech and third-party providers. 22.14. “Customer Primary Contact” means the designated point of contact responsible for all communications between Customer and Protech. 22.15. “PCBS Price Schedule” means a document that displays prices for products and services that are subject to change during the Term of the Agreement. 22.16. “One Time Set-up Fee” means a one-time payment for initial provisioning of the Subscription Services identified on the Order Form. 22.17. “Monthly Subscription Deposit” means an amount equal to the monthly Subscription Service Fee as defined on the Order Form. 22.18. “Protech Cloud Business Solutions” (“PCBS”) means that aspect of Protech’s business which contains all elements of the Subscription Services. 22.19. “Services” means any combination of “Professional Services” and “Subscription Services.” 22.20. “Subscription Services Term Start Date” is the date the Subscription Services Term begins as identified on the Order Form. 22.21. “Subscription Services Maintenance” means any planned Update, Release, Upgrade, or other maintenance task to the Subscription Services, of which Customer has been notified in advance. 22.22. “Outage” means a period of time during which the intended Subscription Services are not uniformly available or not functional to all Subscribers of Customer, with the exception of the Subscription Services Maintenance. 23. Support. Protech will maintain a help desk during Protech’s business hours (8:30am to 5:00pm EST), excluding weekends and Protech Holidays, as set forth in Protech’s then current Support Plan as identified on the Order Form. 24. System Availability. Protech is dedicated to provide 99.9% system availability for Subscription Services, 24 hours a day, 7 days a week, 365 days per year unless prevented or delayed by: “Force Majeure” as defined in Section 22.11; scheduled Subscription Service Maintenance. Customer is entitled to an availability credit if Customer reports loss of service during an unscheduled continuous Outage exceeding 24 hours that is not caused by or contributed to by Force Majeure or other events beyond Protech’s control. Customer’s credit is equal to 1/30th of Customer’s monthly Subscription Service Fee and 1/30th of Customer’s monthly Subscription Service Fee per each continuous Outage exceeding 24 hours thereafter, with a maximum credit which shall not exceed the monthly Subscription Services fee in any given month. The initial point in time of the Outage is recorded by the case created on date time stamp when being reported to Protech by Customer via Protech’s CustomerCare Online Portal. System Availability credits do not apply to Third Party applications not under the direct control of Protech. 25. Expenses. Protech’s staff are distributed around the country, and Protech may assign staff to provide Customer Services at its discretion, according to its business needs, availability, and expertise. Customer shall reimburse Protech for all reasonable out-of-pocket expenses incurred by Protech in the performance of the Services that Customer has requested. Protech shall provide Customer with documentation and other records as may be reasonably appropriate for Customer to verify the amount and nature of any such expenses. Customer shall also reimburse Protech for any unanticipated expenses reasonably incurred by Protech due to the performance of Services requested by Customer. Expenses shall be calculated as follows: 25.1. Travel Time: All travel time to and from the Customer site is billable at ½ of the hourly rate, per employee, as set forth in the SOW, Order Form or other specific agreement signed by the Parties; however, in no event shall travel time costs to Customer exceed $500US per day per employee, unless otherwise agreed to by the Parties. 25.2. Travel/Out-of-Pocket Expenses: If the location of Protech’s employee providing Services is greater than 50 miles from Customer’s office, mileage to and from the Customer site is billed at the standard IRS rates. Out-of-pocket expenses are billed at actual cost incurred per consultant. Out-of-pocket expenses typically include, but are not limited to, airfare, automobile transportation, hotel accommodations, meals and parking expenses, including taxes assessed. 25.3. Cancellations: If Customer cancels a consulting date less than 48 hours prior to the date scheduled, and if Protech cannot reschedule the staff assigned to Customer to another client, the Customer shall be charged four (4) billable hours per scheduled employee as a cancellation fee, plus any other fees, penalties, and costs that are charged to Protech due to Customer’s cancellation for the employee’s airfare, lodging, and any other expenses incurred as the result of Customer’s cancellation. 26. Dispute Resolution. With the exception of the enforcement of the restrictions contained in Section 14.6, any claim, controversy or dispute of any nature between the Parties hereto arising directly or indirectly out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity there of shall be resolved exclusively as follows: 26.1. Executive Resolution: The Parties shall first attempt in good faith to resolve any claim or dispute between them internally by an individual from each Party who has decision-making authority and holds a “C” level position (including but not limited to CEO, CIO, CFO) (“Executives”). If the dispute is not resolved within thirty (30) calendar days from the date of submission of the dispute to the Executives (or such later date to which the Parties may mutually agree in writing), either Party may commence Mediation as set out in Subsection 26.2. 26.2. Mediation: If resolution of a claim or dispute by the Executives is unsuccessful and a Party has commenced Mediation after the period set out in Subsection 26.1, the Parties shall attempt to resolve the claim or dispute between them by Mediation, utilizing a mediator experienced in the issue at hand whom they shall jointly select within thirty (30) calendar days of either Party giving the other Party notice of the election to mediate. If the Parties are unable to agree upon a mediator in that period, the Parties shall submit the dispute to the Judicial Arbitration & Mediation Services, Inc. (“JAMS”) for Mediation. The Parties will cooperate with JAMS and with one another in selecting a mediator from JAMS’s panel of neutrals, using JAMS protocols, and in promptly scheduling the Mediation proceedings. The Parties covenant that they will participate in the Mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct, and statements, whether oral or written, made in the course of the Mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the Mediation. If the dispute is not resolved within forty-five (45) calendar days from the date of the submission of the dispute to Mediation (or such later date as the Parties may mutually agree in writing), the administration of the arbitration shall proceed forthwith. The Mediation may continue, if the Parties so agree, after the appointment of an arbitrator. Unless otherwise agreed by the Parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of Mediation shall not preclude a Party from seeking provisional remedies as authorized in in the Agreement and/or aid of the arbitration from a Maryland court of appropriate jurisdiction, and the Parties agree not to defend against any application for provisional relief on the ground that Mediation is pending. 26.3. Arbitration: If Mediation is unsuccessful, the mediator shall so certify, and the Parties shall proceed to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope, or applicability of this Agreement to arbitrate, by arbitration before a single arbitrator. The arbitration will be held in Columbia, Maryland, in accordance with the Streamlined Arbitration Rules and Procedures of JAMS, which shall administer the arbitration. The arbitrator does not have the authority to modify the Agreement, but may, in the course of the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator, and the reasonable attorneys’ fees of the prevailing Party. The decision of the arbitrator shall be final and binding upon both Parties. Judgment on the award rendered by the arbitrator may be entered in any Maryland court having jurisdiction thereof. 27. Personally Identifiable Information. Personally identifiable information collected through the Subscription Services may be transferred, stored and processed in the United States or any other country in which We or our contractors or service providers maintain facilities. This includes any personally identifiable information You collect using the Services. By using the Services, You consent to transfer of Personally identifiable information outside of Your country. You also agree to obtain sufficient authorization from persons providing Personally identifiable information to You, to (a) transfer that data to Us and our contractors and service providers, and (b) permit its transfer, storage and processing. 28. Independent Applications. From time to time, third party software applications, plug in or other add-on online applications that integrate, interoperate or interact with the Subscription Services may become available. If Customer chooses to install, access or enable an Application, You agree that the third party Application provider may acquire access to Your account data and information data as required for the interoperation or integration of such Application and Applications are not maintained, monitored, tested, controlled, endorsed, provided, verified, validated or reviewed by Us. Accordingly, such Applications are governed by their own terms and conditions and are not considered Services under this Agreement. You assume full responsibility for any damages, losses, costs, or harms arising from the use of or inability to use such Applications. To the extent permitted by law, We disclaim all liabilities with respect to Your use of or inability to use such Applications and the performance or non-performance of such Applications (including direct, indirect, incidental, punitive or consequential damages). We have no obligation to monitor such Applications and do not control or endorse the content, messages or information found in such Applications and specifically disclaim any liability with regard to such content, messages or information. We do not monitor or control the limitations, suspension or termination of such Applications and specifically disclaims any liability with regard to such limitations, suspension or termination.