In consideration of these premises and mutual covenants herein contained, and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties mutually agree as follows: 1. Engagement for Services. This MSA shall apply each time Client engages Hanu to provide the professional information technology consulting services and other related services, including deliverables (the “Services”) all as mutually agreed upon by the parties and set forth on Schedule “A” which includes detailed information concerning the particular project, including a description of the specific work to be performed, deliverables to be submitted, target completion dates, itemized costs and a schedule of payments. Schedule A and any subsequent Statements of Work (“SOWs”) will be in writing and signed by authorized representatives of both parties and will be incorporated herein by reference and made a part hereof. SOWs may include purchase order forms, service schedules and any other mutually agreed documents. In the event of a conflict between the terms of this MSA and any attachments incorporated herein, the MSA shall take precedence. 2. Term and Renewal. The Term of this MSA shall commence on the Effective Date and continue through , unless extended or terminated in accordance with this Section. Unless otherwise specified in the SOW, the Term of this MSA shall automatically renew for successive one-year periods until the Client notifies Hanu in writing of its intent not to renew not less than thirty (30) days prior to the end of the applicable Term. This Agreement may also be extended, in whole or in part, upon mutual written agreement of the parties. Hanu may terminate this MSA on thirty (30) days prior written notice to Client. Hanu may terminate any SOW, or portion thereof, on fourteen (14) days prior written notice to Client. Client may not terminate a specific SOW in whole or in part without Hanu’s prior written consent, except for a material breach by Hanu of this MSA or the SOW that remains uncured for thirty (30) days after Client delivers written notice thereof to Hanu. Any SOW with an expiration or completion date occurring subsequent to the termination or expiration of this MSA will remain in effect and will be subject to the terms of this MSA until the expiration or completion date of such SOW, or the earlier termination of such SOW in accordance with this Section. 3. Termination. Either party may terminate this MSA in the event that the other Party materially breaches any material term or condition and the breach is not cured within thirty (30) days of written notice of the breach. Either party may terminate this MSA for convenience upon forty-five (45) days’ written notice. Upon termination, all rights and licenses granted by either Party shall cease immediately and each Party shall immediately return or destroy all Confidential Information provided by the other Party. Notwithstanding such termination, Client shall remain responsible for all payment obligations under this MSA and any associated SOW. Hanu may suspend the provision of any services set forth in an SOW if Client fails to promptly pay Hanu any amounts due hereunder and fails to cure such non-payment within ten (10) days after receipt of written notice from Hanu identifying such non-payment. 4. Payment and Payment Terms. Hanu shall invoice Client in accordance with the rates set forth in Schedule “A” and the SOW. Client shall be responsible for all applicable taxes and fees assessed or imposed, including any sales, use, excise, value-added or other comparable taxes. Client’s payment terms shall be net thirty (30) days from the date of invoicing. For invoices not paid within thirty (30) days of the invoice date, Hanu reserves the right to charge interest at the rate of 1.5% per month applied against overdue amounts, plus costs of collection and reasonable legal fees. All payments shall be in US Dollars and shall be remitted to Hanu’s Billing Department. All amounts payable hereunder will be without setoff or counterclaim, and without any deduction or withholding. All rates shall be applicable for one (1) year from the effective date of this MSA. Hanu reserves the right to increase its rates upon thirty (30) days written notice to Client. 5. Confidential Information. “Confidential Information” shall include all information, whether in tangible or intangible form, that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. During the term of this Agreement and for a period of one (1) year thereafter, Hanu shall not (i) disclose to any third party any Confidential Information or (ii) use the Confidential Information for any purpose not specified in this MSA. Hanu agrees to notify Client promptly of any unauthorized disclosure of the Confidential Information and to assist Client in remedying any such unauthorized disclosure. Hanu agrees that all persons having access to the Confidential Information under this Agreement will abide by the confidentiality obligations set forth in this MSA. Nothing herein shall be construed to restrict the parties from disclosing Confidential Information as required by law or court order or other governmental order or request, provided in each case the party requested to make such disclosure shall timely inform the other party and use all reasonable efforts to limit the disclosure and maintain the confidentiality of such Confidential Information to the greatest extent possible. In addition, the disclosing party shall permit the other party to attempt to limit such disclosure by appropriate legal means. Notwithstanding any other provisions of this MSA, nothing received by Hanu or Client shall be considered to be Confidential Information if (a) the information has been published or is otherwise readily available to the public by means other than breach of this MSA; or (b) the information has been independently developed by or for Hanu or Client prior to its first receipt from the other party, as indicated at the time of initial disclosure, (c) the information was disclosed by Client or Hanu to a third party intentionally without restrictions on disclosure; or (d) the information is required to be disclosed by law or court order or other governmental order or request. Except as provided for herein, upon termination of this MSA, all Confidential Information will be returned to its original owner and all Confidential Information shall remain the property of its original owner. 6. Proprietary Rights. Except as otherwise specifically agreed to in an SOW and upon payment in full, title to and ownership of any and all services and deliverables and all of the intellectual property rights embodied therein, shall become the property of Client (separately and collectively, "Work Product") and Hanu shall thereby irrevocably assign to Client any and all right, title or interest it may have in the Work Product. To the extent Hanu cannot assign to Client any portion or aspect of such right, title and interest in and to the Work Product, Hanu shall thereby grant to Client an exclusive, perpetual, royalty-free, transferable, irrevocable, worldwide license. Hanu retains the right to place any of the components of such Work Product into Hanu’s Reusable Components Library and to utilize such components at any time for any other purposes. Title to and ownership of materials previously developed or copyrighted by Hanu and not originated or developed under an SOW associated with this MSA, including, but not limited to, the intellectual property rights embodied therein, ("Pre-Existing Materials") shall at all times remain the property of Hanu and/or its licensors. If any Work Product includes Pre-Existing Materials, Hanu shall provide written notice thereof at the time such Work Product is delivered or transferred to Client and Hanu hereby shall grant to Client a nonexclusive, perpetual, royalty-free, irrevocable, worldwide license to use, copy and distribute such Pre-Existing Materials as incorporated in the Work Product. Notwithstanding the foregoing, in no event shall Hanu’s failure to provide written notice to Client of such Pre-Existing Materials affect Hanu’s title to and ownership of such Pre-existing Materials. 7. LIMITED WARRANTY AND DISCLAIMER. HANU WARRANTS THAT SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED IN THE PREVIOUS SENTENCE, HANU, INCLUDING ITS AFFILIATES, SUBCONTRACTORS AND AGENTS AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (“HANU PARTIES”) DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS WITH RESPECT TO ANY OF THE SERVICES, DELIVERABLES OR SYSTEMS THAT MAY RESULT FROM THE IMPLEMENTATION OF ANY RECOMMENDATION THE HANU PARTIES MAY PROVIDE IN THE COURSE OF PERFORMING ITS OBLIGATIONS UNDER THIS MSA AND ASSOCIATED SOW; INCLUDING, BUT NOT LIMITED TO, THE EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE PERFORMANCE OR SUITABILITY. HANU DOES NOT GUARANTEE THAT THE SERVICES, ACTIVITIES OR PROJECT PERFORMED HEREUNDER WILL BE SUCCESSFUL OR RESULT IN ANY PRODUCT CAPABLE OF COMMERCIAL EXPLOITATION OR IN COMPLETE CUSTOMER SATISFACTION. THE FAILURE TO SUCCESSFULLY DEVELOP ANY PRODUCT CAPABLE OF COMMERCIAL PRODUCTION OR TO COMPLETE CUSTOMER SATISFACTION SHALL NOT BE DEEMED TO BE A BREACH BY HANU OF ITS OBLIGATIONS UNDER THIS AGREEMENT. 8. LIMITATION OF LIABILITY. IN NO EVENT SHALL HANU BE LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY DAMAGES ARISING OUT OF OR RELATING TO ANY PRODUCT OR SERVICE IN EXCESS OF THE ACTUAL COMPENSATION THAT HANU RECEIVES UNDER THIS AGREEMENT FOR THE EFFORTS BILLED AT THE RATES SPECIFIED HEREIN IN RESPECT OF THE PORTION OF THE SERVICE GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE WITH RESPECT TO ITS OBLIGATIONS UNDER OR ARISING OUT OF THIS AGREEMENT FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA/PROGRAMS OR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF WORK PRODUCT OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES WHETHER DIRECTLY OR INDIRECTLY CAUSED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. Indemnification. Each party agrees to defend, indemnify (“Indemnitor”) and hold harmless the other party (“Indemnitee”) for any claims, liabilities, damages, losses, judgments and other expenses, including, without limitation, reasonable attorneys’ fees and expenses (“Claims”), arising out of or resulting from (a) Indemnitor’s performance of the obligations hereunder, (b) Indemnitor’s negligence or willful misconduct in connection with this Agreement, (c) Indemnitor’s breach of this Agreement, or (d) intellectual property claims arising out of Indemnitor’s obligations under this Agreement. The Indemnitee shall give prompt written notice to the Indemnitor of the commencement of any claim, action, suit or proceeding, or any threat thereof, or any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor setting forth, in reasonable detail, the nature and basis of the claim and the amount thereof, to the extent known (a “Notice of Claim”). No failure to give a Notice of Claim shall affect, limit or reduce the indemnification obligations of an Indemnitor hereunder, except to the extent such failure actually prejudices such Indemnitor’s ability successfully to defend the claim, action, suit or proceeding giving rise to the indemnification claim. No settlement or compromise shall be binding on a party hereto without its prior written consent, which consent shall not be unreasonably withheld. 10. Client Representations and Responsibilities. Client acknowledges that Hanu’s performance and delivery of the services and deliverables are contingent upon: (a) Client providing, as applicable to the associated SOW, safe and hazard-free access to its personnel, facilities, equipment, hardware, software, network and information; and (b) Client’s timely decision-making, notification of relevant issues or information and granting of approvals or permissions. Client will promptly obtain and provide to Hanu any required licenses, approvals or consents necessary for Hanu’s performance of the services and deliverables. 11. Alternate Dispute Resolution. The parties hereto expressly agree that they shall engage in friendly discussions to attempt to resolve any and all controversies, disputes or claims that may arise out of or relating to this MSA and associated SOW, or their respective interpretation, performance, breach or termination. If such discussions are not successful in achieving the resolution of such dispute within a reasonable period of time not to exceed thirty (30) days, which period can be extended by mutual written agreement, then all claims, whether legal or equitable in nature, as between the parties, shall be finally resolved by binding arbitration in accordance with the rules of the American Arbitration Association in Princeton, New Jersey, with each side to bear its own costs and fees relating thereto. Any party may initiate such arbitration before a single impartial arbitrator with such arbitration to be governed by and to be enforced in accordance with the Federal Arbitration Act (“FAA”), applying New Jersey law in discovery procedures and in the interpretation of the terms and provisions of this Agreement. All discovery shall be at the discretion and direction of the arbitrator, who shall be instructed to render a judgment within ninety (90) days of the commencement of arbitration. The arbitrator shall have the right and authority to determine how his or her decision or award as to each issue and matter in dispute may be implemented or enforced. The arbitrator shall not have the authority to award punitive, magnified and/or consequential damages. The arbitrator shall be required to produce a written opinion setting forth the reasons for the decision or award made. The decision of such arbitrator shall be binding and conclusive on the parties hereto. There shall be no appeal there from other than for bias, fraud or misconduct. Judgment upon any decision or award may be entered in any court of competent jurisdiction. This binding arbitration shall be the sole procedure, forum, and remedy for resolving all disputes involving money between the parties, to the fullest extent allowed by law, and the determination by the arbitrator shall be enforceable in any court having competent jurisdiction. Both parties each acknowledge that by agreeing to arbitration, such party is giving up the right to a jury trial with respect to the arbitrated claims. This arbitration clause does not affect the ability of the parties to seek non-monetary equitable relief before courts with competent jurisdiction. 12. Miscellaneous. Headings. The headings and captions used in this MSA and any associated SOW are for convenience of reference only and shall not in any way affect the interpretation of the provisions of this MSA and any associated SOW. Modification; Waiver. This MSA and any associated SOW may not be modified or amended except by a written instrument signed by both parties. No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective unless in writing signed on behalf of the party against whom the waiver is asserted. The exercise of any right or remedy provided in this MSA and any associated SOW shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited in this MSA and any associated SOW. Assignment. Client shall not assign this MSA, any SOW or any of the rights or obligations hereunder without the prior written consent of Hanu. Hanu shall have the right to assign all or any part of this MSA or SOW without the consent of Client. This MSA and any SOW shall bind and inure to the benefit of successors and permitted assigns of the parties. Notices. All notices required or permitted under this MSA and any associated SOW will be in writing and shall be considered as having been given if faxed with follow-up original mailed by U.S. first class mail, sent to the addresses set forth at the beginning of the MSA or to such other addresses as may be designated in advance by a party giving written notice to the other party. No Third Party Beneficiaries. This MSA and any associated SOW has been entered into for the sole benefit of Hanu and Client and in no event will any third party benefits or obligations be created thereby. Counterparts. This MSA may be executed in two or more counterparts, each of which will be deemed an original for purposes of this MSA. Governing Law and Venue. This MSA and any associated SOW shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflicts of laws provisions. The parties also expressly agree to and accept the jurisdiction of the courts of the State of New Jersey. Independent Contractor. The parties hereby acknowledge that the intent of this MSA and any associated SOW is to establish an independent contractor relationship. Neither party nor their employees or designees shall be agents or legal representatives of the other party for any purpose. Neither party shall have the authority to act for, bind, or commit the other party. The parties agree that this MSA and any associated SOW does not establish or create a relationship of employer-employee, principal-agent, or a franchise, joint venture, or partnership for any purpose whatsoever. Non-exclusivity. Client hereby acknowledges that the services and deliverables provided by Hanu hereunder is only one of multiple arrangements for the provision of such services and deliverables that Hanu may have with other clients now and/or in the future, and that Hanu shall not be precluded from maintaining or entering into any other arrangements or activities involving the provision of said services, or any other engagements or activities, whether now in existence or arising in the future. Hiring of Employees. Neither party shall, during and for one year after the termination of this MSA and any associated SOW or any extension thereof, solicit, offer or in any way encourage any employee, consultant or agent of the other party who works on a project covered by this MSA and any associated SOW to leave the other party to work for the soliciting, offering or encouraging party. Force Majeure. Neither party shall be liable to the other for any delay or failure in performance hereunder due to causes which are beyond the reasonable control of the party unable to perform. If a force majeure event occurs, the party delayed or unable to perform shall give immediate notice to the other party, and the other party may terminate this MSA and any associated SOW if a force majeure event remains in effect more than thirty (30) days Subcontracting. Hanu, may enter into subcontracts to provide a portion of any services or deliverables under this MSA and any associated SOW provided that Hanu shall remain responsible for the acts or omissions of such subcontractors as if such subcontracted activities had been performed by Hanu. Severability. If any of the provisions of this MSA and any associated SOW is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this MSA and any associated SOW shall remain in full force and effect without being impaired or invalidated in any way. Survival. The following provisions shall survive the termination or expiration of this MSA and any associated SOW: Sections 4, 5, 6, 7, 8, 9 and 10. Entire Agreement. This MSA includes all attached exhibits, all of which are herein incorporated by reference. This MSA and any associated SOW contains the entire understanding of the parties with respect to the matters herein contained and supersedes all previous agreements and undertakings with respect thereto. This MSA and any associated SOW may be modified only by written agreement signed by the parties. --------------------------------------------------------------------------------------------------------------------------- Hanu Insight - Terms of Use PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. This agreement is between Hanu Software Solutions, Inc., a New Jersey corporation (Hanu), and the customer agreeing to these terms (Customer). 1. SOFTWARE SERVICE. This agreement provides Customer access to and usage of an Internet based IT governance and financial management solution which is designed to operate on a Customer provided Azure virtual machine (VM), as further specified on: www.hanuinsight.com (Service). 2. USE OF SERVICE. a. Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between Hanu and Customer (Customer Data). Customer grants Hanu the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data to the extent allowed by the Service. b. Contractor Access and Usage. Customer may allow its contractors to access the Services in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors. c. Customer Responsibilities. Customer (i) is responsible for purchasing and providing continuous access to the Azure VM on which the Hanu software will operate; (ii) must keep its passwords secure and confidential; (iii) is solely responsible for Customer Data and all activity in its account in the Service; (iv) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Hanu promptly of any such unauthorized access; and (v) may use the Service only in accordance with the Service’s technical documentation and applicable law. d. Hanu Support. Hanu Insight Customer Support Portal (Support) which is located at http://hanuinsight.kayako.com , and can be used to submit any support related tickets. e. Trial Version. If Customer has registered for a trial use of the Service, Customer may access the Service for the time period specified by Hanu when Customer signed up for the trial. The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period. 3. SERVICE LEVEL AGREEMENT & WARRANTY. a. Warranty. Hanu warrants to Customer: (i) that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as provided in the chart below (excluding maintenance outages, force majeure, Microsoft Azure outages, and outages that result from any Customer or third party technology issues); (ii) the functionality or features of the Service may change but will not materially decrease during any paid term; and (iii) that the Support may change but will not materially degrade during any paid term. Availability Warranty Credit 99% 3% of monthly fee for each full hour of an outage (beyond the warranty)
 Maximum amount of the credit is 100% of the fee for such month. b. LIMITED REMEDY. Customer’s exclusive remedy and Hanu’ sole obligation for its failure to meet the warranty in 3(a) above will be for Hanu to provide a credit for the applicable month as provided in the chart above (if this agreement is not renewed, then a refund), for the month; provided that Customer notifies Hanu of such breach within 30 days of the end of that month. c. DISCLAIMER. HANU DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE HANU TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, HANU DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. 4. PAYMENT. Customer must pay all software fees as specified on the Azure marketplace. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. • Hanu Promise: If Customer reviews on a monthly basis and selects, in its sole discretion, to activate, deactivate or change the size of a virtual machine (VM) during a year of the Service, based on the recommendations of the Underutilized VM Report within the Service, then Customer’s cost savings should pay for the cost of the Service for that year. If it does not, then Hanu will refund the full amount paid for the Service for that year. o To make a request for a refund under this refund program, Customer must provide (1) a screen print of the Utilization Report for each project and for each month during the applicable year, and (2) a detailed explanation of the reasons why Customer did not follow the recommendations. o Customer must make this request for a refund to Hanu in writing (including email) within 30 days of the end of the applicable year to be entitled to make a claim for a refund under this refund program during that year. o Hanu will review the Customer provided information and its compliance with the refund program. Hanu’s decision regarding a refund is final. This refund program is terminable at any time by Hanu upon electronic notice, and is void where prohibited. o Customer must make its own decision regarding activating, deactivating or size changes, of underutilized VMs, and must NOT solely rely on the recommendations contained in the underutilized report. The recommendations are created by software, and may do not take into account Customer specific situations regarding VM usage. Hanu is not liable for any damages or losses arising from Customer’s selections regarding underutilized VMs. 5. MUTUAL CONFIDENTIALITY. a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Hanu’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information). b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order. 6. HANU PROPERTY. a. Reservation of Rights. The software, workflow processes, designs, know-how, and other technologies provided by Hanu as part of the Service are the proprietary property of Hanu and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Hanu. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Hanu reserves all rights unless expressly granted in this agreement. b. Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. c. Aggregate Data. During and after the term of this agreement, Hanu may use Customer Data for purposes of enhancing the Service, aggregated statistical analysis, Microsoft reporting, technical support and other business purposes. 7. TERM AND TERMINATION. a. Term. This agreement continues until customer terminates the Azure VM on which Insight software is running. b. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured. c. Return Hanu Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay Hanu for any unpaid amounts, and destroy or return all property of Hanu. Upon Hanu’s request, Customer will confirm in writing its compliance with this destruction or return requirement. d. Suspension for Violations of Law. Hanu may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Hanu will attempt to contact Customer in advance. 8. LIABILITY LIMIT. a. EXCLUSION OF INDIRECT DAMAGES. Hanu is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits or lost anticipated cost savings), even if it knows of the possibility of such damage or loss. b. TOTAL LIMIT ON LIABILITY. Hanu’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12 month period prior to the event that gave rise to the liability. 9. INDEMNITY. a. Defense of Third Party Claims. Hanu will defend or settle any third party claim against Customer to the extent that such claim alleges that Hanu technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies Hanu of the claim in writing, cooperates with Hanu in the defense, and allows Hanu to solely control the defense or settlement of the claim. Costs. Hanu will pay infringement claim defense costs incurred as part of its obligations above, and Hanu negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then Hanu may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Hanu determines that none of these are reasonably available, then Hanu may terminate the Service and refund any prepaid and unused fees. Exclusions. Hanu has no obligation for any claim arising from: Hanu’s compliance with Customer’s specifications; A combination of the Service with other technology where the infringement would not occur but for the combination; Use of Customer Data; or Technology not provided by Hanu. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND HANU’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. b. By Customer. Other than as provided in 9(a) above, if any third-party brings a claim against Hanu related to Customer’s use of the Service, Customer must defend, indemnify and hold Hanu harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. 10. GOVERNING LAW AND FORUM. This agreement is governed by the laws of the State of New Jersey (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Mercer County, New Jersey, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party. 11. OTHER TERMS. a. Entire Agreement and Changes. This agreement and the order placed through Azure marketplace constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing. b. Reference. Hanu may use Customer’s name and logo in its website, marketing communications and materials, in accordance with Customer’s trademark guidelines and policies. c. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party. d. Independent Contractors. The parties are independent contractors with respect to each other. e. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events. f. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach. g. No Additional Terms. Hanu rejects additional or conflicting terms of any Customer form-purchasing document. h. Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.