TRUSTED ENVIRONMENT SERVICES AGREEMENT This Trusted Environment Services Agreement ("Agreement") is made and entered into by: KnectIQ, a Minnesota corporation, having a place of business at 724 Bielenberg Dr., Suite 1 Woodbury, MN 55125 ("KnectIQ" or "Provider"); and your organization ("Customer"). KnectIQ and Customer may also be referred to separately as "Party" and collectively as the "Parties". RECITALS WHEREAS, KnectIQ has developed certain proprietary cloud-based software related to the secure transfer of data ("KnectIQ Software") and related documentation ("Documentation", and collectively with the KnectIQ Software, "Licensed Materials"), and provides related services ("Additional Services"), as specified in this Agreement; and WHEREAS, Customer desires to have access to the Licensed Materials as a service and optionally receive the Additional Services from KnectIQ (collectively, the "KnectIQ Service") in accordance with the terms of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledges, KnectIQ and Customer hereby agree as follows: 1. CONTRACT PERIOD; EARLY TERMINATION 1.1 Term. This Agreement is effective on the date of the last signature of Customer and a KnectIQ representative ("Effective Date"). Unless sooner terminated as permitted in Article 9 below, this Agreement will run for an initial term of one (1) year starting from the Effective Date ("Initial Term"). This Agreement shall automatically renew for additional terms of one (1) year each (each a "Renewal Term"), unless either Party gives notice of cancellation at least one hundred and twenty (120) days prior to the expiration of the Initial Term or any Renewal Term(s). The Initial Term and any Renewal Term(s) shall constitute the "Term" of this Agreement. 1.2 Early Termination. Early termination of this Agreement and/or reduction of Users (defined below) by Customer shall be subject to the early termination terms and conditions set forth in attached Exhibit C. For purposes of this Agreement, "Users" shall mean: individuals authorized by Customer to access and/or use the KnectIQ Service; and/or authorized devices capable of accessing the KnectIQ Service; and/or specific instances the KnectIQ Service is running in Customer's operating environment, as applicable to Customers service model. 2. PRICING AND PAYMENT Customer shall pay KnectIQ the fees associated with Customer's access and use of the Licensed Materials, and any charges for Additional Services Customer receives, as applicable (collectively, "Fees") for the period indicated, and on the terms set forth, in Exhibit A (to be agreed to later). KnectIQ may change the Fees periodically upon written notice to Customer. Access to the KnectIQ Service may be suspended and/or terminated if payments are not received pursuant to the terms. 3. SCOPE OF KNECTIQ SERVICE, ADDITIONAL SERVICES AND SERVICE PERFORMANCE 3.1 Scope of KnectIQ Services. The various software and hardware services available to Customer through the KnectIQ Service provide protection for in-flight data movement, end-point data sender/receiver provenance and additional authentication services. Together, these KnectIQ services provide a trusted operating environment. Customer and KnectIQ acknowledge that the specific scope of services and related pricing may vary with the nature of the services Customer and KnectIQ ultimately provide to the marketplace. As such, Customer and KnectIQ will execute a Statement of Work Addendum (a "SOW Addendum") to this Agreement outlining the terms, including, but not limited to, the specific deliverables, pricing, any revenue sharing between Customer and KnectIQ, etc. All such SOW Addendums will, by reference, incorporate the terms and conditions of this Agreement. 3.2 Customer Responsibilities. Customer responsibilities shall include: (a) Authorized Users. Customer shall be responsible for ensuring that all Users of the KnectIQ Services are authorized. (b) Customer Data. The KnectIQ Service is end-to-end secured by KnectIQ and interacts with Customer's data only at the handoffs. The KnectIQ Service does not include any quality control checking of authorized Users, individual file data and/or other Customer input or provided data. Without limiting the foregoing, Customer is and shall remain solely responsible for: (i) maintaining its own operating environment; and (ii) providing data via accurate data entry and/or data import; and (iii) verifying the accuracy and security of such data and any output of the KnectIQ Service. (c) Reports. Customer shall provide KnectIQ with monthly written reports during the Term accurately detailing the number of authorized Users of the KnectIQ Services (including any changes from the previous report) or transaction volumes, as applicable to Customer's services model (each a "Customer Report"). 3.3 Additional Services. KnectIQ offers the additional services to Customer ("Additional Services") which are outlined in Exhibit A. For any such Additional Services, Customer acknowledges and agrees that it will need to enter into the applicable Addendum to this Agreement (e.g., an Advisory Addendum for Advisory Services). 3.4 Service Level Guarantee. KnectIQ's service level terms are outlined in attached Exhibit B. 4. LIMITED REPRESENTATIONS AND WARRANTIES 4.1 General. Each Party represents and warrants that it is duly organized and validly existing under applicable laws and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, and that by entering into and carrying out of the terms and conditions of this Agreement it will not violate or constitute a breach of any obligation binding that Party. 4.2 Compliance with the Laws. Each Party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy and communications decency laws. 4.3 Acceptable Use. Except as expressly set forth herein to the contrary, Customer is solely responsible for the content, including accuracy, of any postings, data provided, or transmissions using the KnectIQ Service, or any results of same (including the use of any results), together with any other use of the KnectIQ Service by Customer, any User or by any other person or entity Customer permits to access the KnectIQ Service. Without limiting the foregoing, Customer represents and warrants that it will: (a) not use the KnectIQ Service in a manner that: (i) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (ii) will disrupt a third parties' use of the Licensed Materials; and (b) not violate or tamper with the security of any KnectIQ or KnectIQ-service provider computer equipment or program. If KnectIQ has reasonable grounds to believe that Customer is utilizing the KnectIQ Service for any such illegal or disruptive purpose KnectIQ may suspend the KnectIQ Service immediately with or without notice to Customer. KnectIQ may also terminate the Agreement as contemplated in Article 9 below if Customer in fails to adhere to the foregoing acceptable use standards. 4.4 Performance/Documents. KnectIQ represents and warrants to Customer the following: (a) the KnectIQ Service will be available and will operate in material compliance with the Service Guarantee (Section 3.4 above and Exhibit B) and the Documentation; and (b) KnectIQ will assign competent individuals with the skills, knowledge, and training necessary to perform the Additional Services and such individuals will perform such Additional Services in a diligent and professional manner, in compliance with all performance specifications, and in accordance with generally accepted industry standards. 4.5 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 4, KNECTIQ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIALS, KNECTIQ SOFTWARE, KNECTIQ SERVICE OR THE ADDITIONAL SERVICES, AND KNECTIQ EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION GIVEN BY OR FOR KNECTIQ, ITS EMPLOYEES, LICENSORS, OR THE LIKE WILL CREATE ANY WARRANTY. 4.6 LIMITATION OF LIABILITY. KNECTIQ SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE KNECTIQ SERVICE, IN WHOLE OR IN PART, SUPPLIED HEREUNDER, EVEN IF KNECTIQ HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. THE MAXIMUM LIABILITY OF KNECTIQ TO CUSTOMER (AND ANY OTHER PERSON OR ENTITY) UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO KNECTIQ HEREUNDER FOR THE KNECTIQ SERVICE WHICH FORMS THE BASIS OF THE CLAIM. 5. LICENSES; RESTRICTIONS; CUSTOMER DATA; AUDITS 5.1 Grant. KnectIQ hereby grants to Customer, and Customer hereby accepts, a personal, nonexclusive, nontransferable, limited license during the Term of this Agreement, for up to the number of Users permitted, if applicable, to access, use, and otherwise receive, the Licensed Materials, and receive any Additional Services provided by KnectIQ hereunder, as authorized herein, solely for Customer's internal business purposes. 5.2 Additional Restrictions. Customer agrees: (a) to ensure that its employees and Users of all Licensed Material hereunder comply with the terms and conditions set forth in this Agreement; (b) to refrain from taking any steps or making any efforts to derive source code or equivalent to the Licensed Material; (c) not to resell, lease, service bureau, or otherwise provide the KnectIQ Service to any third parties; (d) to use the KnectIQ Service only for lawful purposes; (e) to implement security procedures necessary to strictly limit access to the KnectIQ Service to Customer's authorized Users; and (f) to maintain a procedure external to the Licensed Materials for reconstruction of lost or altered files, data or programs. 5.3 No Rights to Intellectual Property. Subject only to the limited license rights expressly granted to Customer in Section 5.1 above, Customer acknowledges and agrees that this Agreement does not, and in no way will be construed to, provide Customer, or any User or third party, any ownership or title interest in or to, or any implied license to the Intellectual Property Rights contained within or directed to, the Licensed Materials and/or the Additional Services. As between KnectIQ and Customer, KnectIQ shall retain all right, title and interest in and to the Licensed Materials, and any Additional Services or related materials, together with any related Intellectual Property Right in or to any of the foregoing. For purposes of this Agreement, "Intellectual Property" shall include all patents (including originals, divisionals, continuations, continuations-in-part, extensions, foreign applications, utility models, and reissues), patent applications, copyrights (including all registrations and applications therefore), trade secrets, know-how, trademarks, trademark applications and other proprietary and intellectual property rights, including moral rights. 5.4 Customer Data. Use of the KnectIQ Service does not include any Customer Data flowing through KnectIQ's servers. The handling of authentication requests by the KnectIQ Service is accomplished in part by software that is hosted in the cloud via a third party employing industry-standard security measures regarding the handling, transmission and storage of such requests. Customer acknowledges and agrees that as between Customer and KnectIQ, Customer shall be solely responsible for storing, handling, transmission and securing data provided to or created by Customer in connection with the KnectIQ Service. 5.5 Export Restrictions. The KnectIQ Service, in whole or in part, and related technical data may be subject to U.S. export control laws, including without limitation the U.S. Export Administration Act and its associated regulations, and also may be subject to export or import regulations in other countries. Customer shall comply with all such regulations. Without limiting the foregoing, Customer agrees to obtain all necessary licenses to export, re-export, or import any input or output associated with the KnectIQ Services and any related data. 5.6 Audits. All Customer Reports shall be available upon prior written request for inspection at the expense of KnectIQ by KnectIQ or its representative, for the purposes of verifying the accuracy of Customer Reports and payments owed and made by Customer under this Agreement. Any underpayments by Customer will be immediately paid to KnectIQ. Additionally, in the event that any such inspection reveals an underpayment to KnectIQ of ten percent (10%) or greater for the inspection period, Customer shall also reimburse KnectIQ its reasonable expenses in conducting such inspection. 6. CONFIDENTIAL INFORMATION 6.1 Definition. For purposes of this Agreement "Confidential Information" shall mean written or oral information that KnectIQ regards as confidential, proprietary or trade secret (whether or not patentable) and that is provided to, or otherwise accessed by, Customer hereunder. The Confidential Information need not be marked, and includes information of a commercial, proprietary, or technical nature, and, without limiting the foregoing, specifically includes the following, whether now in existence or hereafter created: (a) the Licensed Materials; (b) any information about the Licensed Materials or Additional Services, or any component thereof, including data structures or relationships, and any related Intellectual Property therein or thereto; (c) all business, financial or technical information of KnectIQ and KnectIQ's licensor and vendors; and (d) KnectIQ's marketing philosophy and objectives, promotions, markets, materials, financial results, business processes, technological developments, and other similar proprietary information and materials. Confidential Information shall include third party software, if any, that may be accessible to Customer under this Agreement, including any related technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. 6.2 Exclusions. For purposes of this Agreement, the term Confidential Information excludes any such information that the Customer can establish to have been: (a) publicly known without breach of this Agreement; (b) known by the Customer without any obligation of confidentiality, prior to disclosure of such Confidential Information; or (c) received by from a third-party source that rightfully disclosed such information. If a court or governmental agency having proper jurisdiction requires Customer to disclose any Confidential Information, Customer must promptly provide KnectIQ notice of such requirement to enable KnectIQ to seek an appropriate protective order, and shall reasonably cooperate with KnectIQ in all such efforts. If despite such efforts at protective measures disclosure is ultimately compelled, Customer agrees to only disclose that portion of Confidential Information specifically required by same. 6.3 Essential Obligations. Customer must hold Confidential Information in confidence and disclose such information only to those employees or agents whose duties reasonably require access to such information. Without limiting the foregoing, Customer must protect KnectIQ's Confidential Information to prevent the unauthorized use, disclosure, or duplication (except as required for backup systems) of such Confidential Information. Customer agrees to establish and maintain data safeguards against the destruction, loss, alteration of, or unauthorized access to KnectIQ's Confidential Information in the possession of Customer, employing at all times at least a reasonable standard of care. Customer may use the Confidential Information only as necessary for Customer performance under or pursuant to rights granted in this Agreement and for no other purpose. Customer's limited right to use the Confidential Information expires upon termination of this Agreement. If disclosure of Confidential Information to third parties is required or allowed under this Agreement, Customer must ensure that such third parties have express obligations of confidentiality and non-disclosure at least as restrictive as Customer's obligations under this Agreement. Customer will be liable for all damages arising out of such third parties' disclosure of Confidential Information. 6.4 Remedies. If Customer, its representatives, or agents breach the covenants set forth in this Article 6, irreparable injury may result to KnectIQ or third parties entrusting Confidential Information to KnectIQ. Therefore, KnectIQ's remedies at law may be inadequate and KnectIQ will be entitled to seek an injunction to restrain any continuing breach. Notwithstanding any limitation on Customer's liability, KnectIQ will further be entitled to any other rights and remedies that it may have at law or in equity. 6.5 Terms of Agreement Confidential. Customer agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of KnectIQ, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law. 7. INDEMNIFICATION 7.1 By Customer. Customer will defend, indemnify and hold harmless KnectIQ, its affiliates, officers, directors and employees (each a "KnectIQ Indemnified Party"), against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) resulting from a third party claim, to the extent same arises out of or relates to: (a) a breach by Customer, its employees, agents or its Users of any material obligations, representation or warranties made under this Agreement; (b) the violation by Customer or Customer's Users of any applicable law, statute or regulation; or (c) any disputes or transactions between Customer and third parties, including its customers and/or clients, arising from the KnectIQ Services or any transactions related to or utilizing same. 7.2 By KnectIQ. KnectIQ will defend, indemnify and hold harmless Customer, its officers, directors and employees (each a "Customer Indemnified Party"), against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) resulting from a third party claim, to the extent same arises out of: (a) the uncured breach by KnectIQ of any material obligations, representations or warranties made under this Agreement; or (b) the violation by KnectIQ of any applicable law, statute or regulation. 7.3 Procedure. For any claim covered under this Article 7, the Indemnified Party (a KnectIQ Indemnified Party or a Customer Indemnified Party, as applicable) agrees to give prompt written notice to the Indemnifying Party (Customer or KnectIQ, as applicable) of any such claim; provided, that any delay in furnishing such notice shall not discharge the Indemnifying Party from its indemnification obligation hereunder, except to the extent such delay results in actual prejudice to the Indemnifying Party. The Indemnifying Party shall undertake and conduct the defense of any claim so brought. The Indemnifying Party shall keep the Indemnified Party advised of the progress of any such claim and the Indemnified Party shall have the right to participate in such claim, with counsel of its own selection, at its own expense. If the Indemnifying Party shall fail to take timely action to defend any such claim then the Indemnified Party may defend such claim at the Indemnifying Party's expense. The Indemnifying Party shall not have the right to settle, compromise or otherwise enter into any agreement regarding the disposition of any claim without the Indemnified Party's prior written consent, which may not be unreasonably withheld, delayed or conditioned, except for a claim solely for monetary damages. 8. Changes to/Discontinuation of the KnectIQ Service. KnectIQ reserves the right to make changes or other modifications to the KnectIQ Service (including, without limitation, the Licensed Materials) without prior notice to Customer. Without limiting the foregoing, if any or part of the KnectIQ Service becomes, or in KnectIQ's opinion is likely to become, the subject of a claim of infringement or misappropriation, KnectIQ may (at its sole option): (a) procure for Customer the right to continue using the KnectIQ Service; (b) modify the KnectIQ Service, in whole or in part, so as address such infringement and/or misappropriation; or (c) in the event KnectIQ is not able to achieve (a) or (b) under commercially reasonable terms, replace the KnectIQ Service, in whole or in part. If none of these solutions is commercially practicable, either Party may elect to immediately terminate the Agreement. KnectIQ shall promptly refund to Customer any Fees paid but not used at the time of termination (on a pro-rata basis). 9. TERMINATION 9.1 Termination. (a) Either Party may terminate this Agreement for cause if the other Party breaches any material provision of this Agreement, or repeatedly breaches any provision of this Agreement and fails to cure or remedy such breach to the reasonable satisfaction of the non-breaching Party within ninety (30) calendar days of receiving written notice from the non-breaching Party specifying in reasonable detail the nature of such breach, provided that for events associated with KnectIQ's alleged breach of a material term that are outside the reasonable control of KnectIQ (e.g., APIs), such 90-day cure period may be extended to a longer, reasonable cure period based upon such events. (b) KnectIQ may terminate this Agreement immediately by providing Customer with written notice of KnectIQ's intent to do so in the event: (i) a court of competent jurisdiction (or other administrative body empowered to issue such orders) issues a final order or judgment holding that this Agreement or the any services or materials offered hereunder are in violation of or are prohibited by law, regulation, or regulatory authority; or (ii) of the insolvency, bankruptcy, receivership, dissolution, or assignment for the benefit of creditors by Customer. (c) KnectIQ may also terminate this Agreement for any reason set forth elsewhere in this Agreement, including, for violations of Section 2 (Payment of Fees), provided a payment default is not cured within ten (10) days of notice of same, and Section 4.3 (Acceptable Use policy). (d) Any termination permitted under this Section 9.1 is effective upon the terminating Party providing the other Party with the applicable written notice of such termination. 9.2 Effect of Termination. In the event either Party terminates this Agreement for any reason whatsoever, the following shall apply (a) Customer's limited License shall immediately terminate; (b) Customer must immediately cease access to and use of the Licensed Materials and any Additional Services; (c) Each Party must return or destroy all Confidential Information, pursuant to Article 6 (Confidential Information); (d) The Parties shall meet and confer on the amount of time that will be required to extract the KnectIQ Service from the Customer's then-current operating environment and otherwise wind down Customer's use of same (the "Wind Down"), together with the applicable wind down and extraction fees associated with same. Each of the Parties shall cooperate in good faith to accomplish the Wind Down; and (e) Customer will remain obligated to pay KnectIQ: (i) all Fees and expenses incurred prior to the effective date of termination; and (ii) all applicable Wind Down fees and expenses. Customer Fees shall not be reimbursable; however, Customer will be refunded any unused pre-paid Fee amounts on a pro rata basis from the effective date of termination. 9.3 Survival. Upon termination of this Agreement, those terms which by their nature should survive termination shall survive termination, including, without limitation: Article 2 (PRICING AND PAYMENT) for any outstanding payments; Article 4 (LIMITED WARRANTY/ LIMITATION OF LIABILITY); Article 6 (CONFIDENTIAL INFORMATION); Article 7 (INDEMNIFICATION); Article 10 (GENERAL); Section 9.2 (Effect of Termination), and this Section 9.3 (Survival). 10. GENERAL 10.1 Entire Understanding. This Agreement, and its Exhibit, constitutes the exclusive and entire agreement between the Parties with respect to its subject matter and as of its Effective Date supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals, whether written or oral, relating to its subject matter. 10.2 Non-Assignment. Customer will not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of KnectIQ, such consent not to be unreasonably withheld, provided that Customer may assign or otherwise transfer this Agreement in its entirety to a third party without such consent in connection with the sale or other acquisition of all or substantially all of Customer's business assets related to the subject matter of this Agreement, provided that any such third party assignee or transferee agrees in writing to be bound by the terms and conditions of this Agreement as a condition of such assignment or transfer. KnectIQ shall be allowed to assign this Agreement, in whole or in part, in KnectIQ's sole discretion. Any unauthorized assignment or delegation will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties' successors and permitted assigns. 10.3 Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which is deemed an original, but all of which taken together constitute the same instrument. For purposes of execution and delivery, each Party may rely upon the faxed or electronic signature of the other Party. 10.4 Independent Contractors. KnectIQ and Customer are independent contractors with respect to one another under this Agreement, and neither one is a partner, joint venturer, agent or legal representative of the other for any purpose. Without limiting the foregoing, neither Party shall have any right or power to act for or bind the other Party in any respect, to pledge its credit, to accept any service of process upon it, or to receive any notices of any nature whatsoever on behalf of the other. 10.5 Governing Law. This Agreement will be construed and governed in accordance with the law of the State of Minnesota, excluding any applicable conflict of law provisions. In addition, each Party hereby consents to the exclusive jurisdiction of any state or federal court empowered to enforce the Agreement located in Hennepin County, Minnesota, and waives any objection thereto on the basis of personal jurisdiction or venue. 10.6 Interpretation. Article and Section headings are for convenience only and are not to be used to construe or interpret this Agreement. Whenever the words "include" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation." 10.7 Modification and Waiver. No modification of this Agreement and no waiver of any breach of this Agreement will be effective unless in writing and signed by an authorized representative of the Party against whom enforcement is sought. No waiver of any breach of this Agreement and no course of dealing between the Parties will be construed as a waiver of any subsequent breach of this Agreement. 10.8 Notice. All notices pursuant to this Agreement, will be deemed sufficiently given in writing if personally delivered, faxed, e-mailed or mailed by certified or first class mail or a nationally recognized courier to a Party at its address set forth at the beginning of this Agreement or at such other address as a Party may from time to time specify by written notice to the other Party. 10.9 Severability. The provisions of this Agreement are severable. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired thereby. 10.10 Force Majeure. Except for Customer's obligations to make payments to KnectIQ hereunder, in the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of god, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party or other causes beyond such Party's reasonable control (a "Force Majeure Event") the Party who has been so affected shall give prompt notice to the other Party. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended and the notifying Party shall use commercially reasonable efforts to resume performance as quickly as possible.   EXHIBIT A Fees; Payment Terms; Taxes 1. Fees: A. License Fee Specific fees will be incorporated into each SOW Addendum to this Agreement. B. Additional Services. If, in order to effectively deploy KnectIQ's Trust Environment or build an application that leverages the Trust Environment, additional services are required. They will be outlined in the addendum. C. Wind Down Fees. Wind down fees will be specifically addressed in each SOW Addendum to this Agreement. 2. Terms: A. License Fee: Thirty (30) days from invoice date No rights of offset or counterclaim. B. Additional Services: Thirty (30) days from invoice date No rights of offset or counterclaim C. Costs/Expenses. Customer shall be responsible for all out-of-pocket expenses and costs associated with the Additional Services, unless otherwise agreed to in writing by KnectIQ and Customer. D. Taxes. Customer shall be responsible for all taxes applicable to the License Fee and any additional fees or charges related to the Additional Services or otherwise due under this Agreement, including, as applicable, any sales, use, excise and/or other taxes, but excluding taxes on KnectIQ's revenue. 3. Payments: All payments shall be made payable to KnectIQ as follows: KnectIQ, Inc. Attn: Accounts Payable 1915 Highway 36 West Roseville, MN 55113 4. Late/Non-Payment: If payment by Customer to KnectIQ or any sums due hereunder becomes thirty (30) calendar days past due ("Grace Period"), interest will accrue on any amount not paid at the lower rate of: the prime rate as quoted by Citibank plus one percent (1%); or the maximum rate permitted by law. Interest will begin to accrue on the payment due date listed on the invoice. In addition, upon expiration of the Grace Period, KnectIQ reserves the right to all of the following: suspend Customer's access to the Licensed Materials; and/or suspend performance on any Additional Services; and/or refuse to provide any new Additional Service(s) requested by Customer; and/or exercise any termination rights KnectIQ has under this Agreement. EXHIBIT B SERVICE LEVEL AGREEMENT Service Description: The Licensed Materials are hosted by third party hosting service(s) and will be available based on the schedule below. KnectIQ makes no representations and warranties as to the availability of third party systems. Performance Level: Service Objective Service Level System Availability - Service should be available 24 hours a day, 7 days a week, 365 days a year except for established windows for system maintenance and backups. System Unavailability - Scheduled maintenance, backups, upgrades and patches shall generally be performed continuously without interruption to the service. Should interruption be unavoidable, such updates will be performed on the weekend at a low usage time in the early morning hours approximately between 2:00 AM and 5:00 AM CST unless otherwise approved by Customer. Scheduled maintenance is generally performed on Sunday and if downtime is required Customer will be notified. Backups - Daily Backups of the system configuration and logs will be performed and stored off-site. Daily Backups will be maintained for 31 days. These backups will enable rebuilding the system, but not the decryption of old messages or enable access to customer's trust environment. Response Time – Issues sent to supported technical support will be responded to within one business day. Issues in service availability will be responded to within 4 hours. 99.9% Customer Responsibilities Customer should report service availability problems to KnectIQ Customer Service Desk. Customer Application Support - Customer applications built on KnectIQ infrastructure where KnectIQ devices or code are embedded in customer's infrastructure will be supported similarly, but the customer agrees to update code as KnectIQ updates their service in order to allow increased security and ● Support for hardware devices or libraries for 12 months from the time it was ordered. - KnectIQ will notify 180 days before ending support for a version. - In the case that a serious flaw is discovered, KnectIQ will notify customers within 24 hours and give an appropriate amount of time for functionality. the customers to update their infrastructure before ending support for the affected version. Remedies If during any 30-day period of the Term KnectIQ fails to maintain the minimum service level, the following penalties will be assessed. Penalties Downtime in excess of the SLA's allowance will be refunded commensurate to the customer's usage by amortizing the customer's hourly usage rate from the previous month over the number of hours the system was not available, rounding up to the closest full hour. Response time in excess of the allowed amount will be treated as downtime for the purposes of penalty size calculation. EXHIBIT C EARLY TERMINATION BY CUSTOMER Customer shall owe to KnectIQ the following applicable Early Termination Fee: 1. User-Based Pricing Model If Customer is terminated under Section 9.1 of this Agreement, or elects to reduce the number of Customer's authorized Users of the Licensed Materials, then, in addition to amounts due for use of the Licensed Materials and Additional Services (if any) actually rendered prior to the termination of this Agreement or reduction of Users, there shall be immediately due and payable by Customer an Early Termination Fee in an amount equal to the fifty percent (50%) of the fees that would have been due by Customer during the remainder of the Term but for the termination or reduction of Users, as the case may be. 2. Transaction-Based Pricing Model If Customer is terminated under Section 9.1 of this Agreement, then in addition to amounts due for use of the Licensed Materials and Additional Services (if any) actually rendered prior to the termination of this Agreement, there shall be immediately due and payable by Customer an Early Termination Fee in an amount equal to 50% percent of the Customer Monthly Transaction Volume (defined below) for the shorter of: six (6) months); or the remainder of the Term. For purposes of this Agreement, "Customer Monthly Transaction Volume" means the average of the then-immediately preceding three (3) months of Customer transaction volume, as reflected in the applicable Customer Reports. Calculation: Based upon percentage of then-current Customer run rate for 12 prior months. 3. Infrastructure/General License Pricing Model No Early Termination Fee will be assessed for termination of Customer under Section 9.1; however, no portion of any fees paid and/or owed by Customer shall be refunded as a result of any such termination of this Agreement.