INTEGRIS TERMS OF USE These License, Support and Services Terms (“Terms”) are incorporated into and constitute a material part of the Agreement between Integris Software, Inc. (“Integris”) and the customer who has accepted these terms by clicking accept terms. Integris and Customer agree as follows: Section 1. Definitions. Capitalized terms used and not defined herein will have the meanings set forth on Exhibit A. Section 2. Software License 2.1 License Grant. Subject to the terms and conditions of this Agreement, Integris grants Customer a nontransferable, nonexclusive license to do the following during the Term: (a) use the Licensed Software on the System for Customer's internal business purposes; (b) authorize the Authorized Users to use the Licensed Software on the System, whether at the Installation Site or from remote locations; (c) use the Documentation as reasonably required in connection with the exercise of the rights granted under (a) or (b) of this Section 2.1; and (d) reproduce the Licensed Software and Documentation as reasonably required in connection with the exercise of the rights granted under (a) or (b) of this Section 2.1 (including, without limitation, for archival or backup purposes). Customer’s license rights under (a) and (b) of this Section 2.1 is limited to the number of physical servers or CPUs, virtual servers or CPUs, users, data volumes, database configuration or other capacity limitations for which Customer has paid the applicable license fees as set forth in the applicable Order Form or any electronic or hard copy documentation provided with any Licensed Software or component, module or other product comprising any Licensed Software. 2.2 License Limitations. The License sets forth the entirety of Customer's rights with respect to the Licensed Software. Integris reserves all rights not expressly granted to Customer in this Agreement including ownership of all Proprietary Rights associated with the Licensed Software. Without limiting the foregoing, Customer will not, and Customer will not authorize or permit any Third Party to: (a) install, use or authorize the installation or use of any Licensed Software on any computer other than the System or for any purpose other than Customer's internal business purposes; (b) use the Licensed Software for processing any data other than the Authorized Databases; (c) use the Licensed Software to perform functions other than administrative functions that do not require the exercise of legal judgment; (d) license, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Licensed Software or use the Licensed Software in any commercial hosted or service bureau environment; (e) reverse engineer, decompile, disassemble or attempt to discover the source code for or any trade secrets related to the Licensed Software; (f) modify, alter or create any derivative works of the Licensed Software; (g) exceed the capacity or configuration limitations on which the pricing under this Agreement is based; (h) remove, alter or obscure any copyright notice or other proprietary rights notice on the Licensed Software; (i) circumvent or attempt to circumvent any methods employed by Integris to control access to the components, features or functions of the Licensed Software; or (j) engage in or permit any Unauthorized Use. 2.3 Delivery. Unless otherwise specified in the applicable Order Form, Integris will deliver to Customer one (1) copy of the Licensed Software in executable code form and one (1) copy of the Documentation FCA Integris' shipping facility or by making the Licensed Software available for download over the Internet. All risk of loss, damage or casualty will pass to Customer upon delivery. Customer will pay or reimburse Integris for all shipping charges, insurance premiums, duties, taxes and other costs incurred by Integris in shipping the Licensed Software. 2.4 Registration Numbers. Activation of the Licensed Software will generally require entry of activation codes. All activation codes are the Confidential Information of Integris and will be used solely to install and activate the Licensed Software. 2.5 Updates. Any software provided to Customer by Integris that updates or supplements the original Licensed Software is governed by this Agreement unless separate license terms are provided with such updates or supplements, in which case, such separate terms will govern. 2.6 Protection Against Unauthorized Use. Customer will (a) keep the Licensed Software secured, under access and use restrictions reasonably sufficient to prevent any Unauthorized Use; and (b) otherwise use commercially reasonable efforts to prevent any Unauthorized Use. Customer will immediately notify Integris of any Unauthorized Use that comes to Customer’s attention during the Term. In the event of any Unauthorized Use relating to the activities of Customer or its employees, agents or representatives, Customer will take all steps reasonably necessary to terminate such Unauthorized Use. Customer will immediately notify Integris of any legal proceeding initiated by Customer in connection with any such Unauthorized Use. Integris may, at its option and expense, assume control of such proceeding. If Integris assumes such control, Integris will have exclusive control over the prosecution and settlement of the proceeding, and Customer will provide such assistance related to such proceeding as Integris may reasonably request. 2.7 Embedded Third Party Software Restrictions and Limitations. The License as it relates to any Embedded Third Party Software is further subject to any restrictions and limitations set forth in the electronic or hard copy documentation provided with the Embedded Third Party Software. 2.8 Changes in the System. Customer or its Third Party Service Provider may, from time to time during the Term, make improvements, enhancements, upgrades, replacements or similar changes in the System, provided that: (a) the changes comply with any requirements specified in this Agreement or any applicable Documentation; and (b) Customer gives Integris written notice of any significant change (pursuant to Section 12.4) to the System. 2.9 U.S. Government Restricted Rights. If acquired by any agency of the United States Government, the Licensed Software and Documentation are provided with restricted rights and use. Duplication or disclosure is subject to restrictions as set forth in subparagraph (b)(3) of the Rights in Computer Software or Computer Software Documentation -Restricted Rights clause at 48 C.F.R. § 252.227-7014 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 C.F.R. § 52.227 19, as applicable. Section 3. Installation and Other Professional Services 3.1 Site Preparation. Customer is solely responsible for preparing the System and the Installation Site in accordance with Integris's written specifications for installation of the Licensed Software. 3.2 Installation Services. Integris will use commercially reasonable efforts to perform the Installation Services at the Installation Site. The Parties will consult and coordinate their activities to provide for the efficient, expeditious and orderly performance of the Installation Services. Without limitation of the foregoing, Customer will provide Integris access to the System, Installation Site and the Customer Furnished Items as reasonably required for Integris's performance of the Installation Services. Integris will use commercially reasonable efforts to complete the Installation Services according to a mutually agreed-upon schedule; provided, however, that Integris will not be responsible for delays caused by reasons beyond its reasonable control, including, without limitation, Customer's failure to meets its obligations under this Agreement. Customer will pay or reimburse Integris for any and all travel and other out-of-pocket expenses incurred by Integris in the performance of the Installation Services as specified in the Fee Schedule. 3.3 Acceptance of Installation Services. The Installation Services will be deemed to be complete, and the Licensed Software accepted, when Integris certifies to Customer that the Licensed Software has been properly installed and is ready for implementation and integration, that Integris's diagnostic tests have been performed and that the Licensed Software has met these tests. Upon completion of the Installation Services, Customer, with Integris's assistance if requested by Customer, will inspect and test the Licensed Software. Within ten (10) business days after completion of the Installation Services, Customer will give Integris written notice either accepting or rejecting the Licensed Software. Customer will give Integris written notice rejecting the Licensed Software only if the Licensed Software fails to substantially comply with the Functional Specifications. Any notice of rejection will include a statement of Customer's reasons for rejection (including, without limitation, identification of the particular Functional Specifications and components of the Licensed Software that are not in compliance), together with a copy of all test results evidencing the noncompliance. If Customer fails to give Integris such notice of rejection within ten (10) business days after completion of the Installation Services, the Installation Services will be deemed complete, and the Licensed Software accepted. 3.4 Correction of Noncompliance. If Customer gives Integris written notice rejecting the Licensed Software in accordance with Section 3.3, then Integris will use reasonable best efforts to promptly correct the noncompliance (e.g., by repair, replacement or modification of the Licensed Software). Customer will cooperate with Integris's efforts to correct the noncompliance. Upon correction of any noncompliance identified in Customer's notice of rejection under Section 3.3, Integris will notify Customer that the Licensed Software is ready for further inspection, testing and acceptance by Customer. Within ten (10) business days after such notification, Customer will give Integris written notice either accepting or rejecting the Licensed Software. Customer will give Integris written notice rejecting the corrected Licensed Software only if the corrected Licensed Software fails to comply with the Functional Specifications. Any notice of rejection will include a statement of Customer's reasons for rejection (including, without limitation, identification of the particular Functional Specifications and components of the Licensed Software that are not in compliance), together with a copy of all test results evidencing the noncompliance. If Customer fails to give Integris such notice of rejection within ten (10) business days after notification from Integris that the Licensed Software is ready for testing, the Licensed Software will be deemed accepted by Customer. The acceptance testing procedure set forth in Sections 3.3 and 3.4 will be repeated until Customer accepts the Licensed Software. 3.5 Additional Services. Integris will use commercially reasonable efforts to provide such other Professional Services relating to the Licensed Software specified in one or more statements of work to be entered between the Parties (each, a “Statement of Work”). Such services may include, but are not necessarily limited to, the following: (a) technical assistance related to the integration of the Licensed Software with the System and Authorized Databases; (b) configuration or implementation of the Licensed Software; and (c) training with regard to the use, maintenance and support of the Licensed Software. The fees for such services will be set forth in the applicable Statement of Work. 3.6 Integris's Access to Computer Systems. Upon Integris's request, Customer will provide, or arrange to provide, Integris with access to the System or Installation Site as reasonably required for Integris to perform its obligations and exercise its rights under this Agreement, any Statement of Work, or any other agreement between Customer and Integris relating to any Licensed Software. Without limitation of the foregoing, Customer will provide or arrange to provide such access as reasonably required for Integris to determine and verify any report, information or documentation provided by Customer pursuant to Section 3.7. 3.7 Customer Furnished Items. Customer will make all arrangements necessary for the provision, installation, implementation, servicing, maintenance, repair and support of the Customer Furnished Items as required for the installation, integration, implementation and use of the Licensed Software in accordance with this Agreement. Without limitation of the foregoing, Customer will provide and maintain a proper environment and utilities for the uninterrupted operation of the System. Integris will not have any obligation to provide, install, service, maintain, repair or support any Customer Furnished Items. Integris will not have any responsibility whatsoever as to the installation, implementation or use of the Licensed Software with any replacement, substitution, alteration or modification of any Customer Furnished Item specified by Integris in the Agreement, applicable Statement of Work, Documentation or elsewhere pursuant to this Agreement. Further, Integris will not have any responsibility for the accuracy, maintenance or use of any data processed, stored or otherwise used by the Licensed Software. Customer releases and will defend, indemnify and hold harmless Integris and its affiliates and their respective officers, directors, employees, agents and representatives from any and all claims, losses, damages, liens, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) incurred or asserted by any Third Party arising out of or in connection with (a) the Customer Furnished Items, or (b) any Unauthorized Use by Customer or its employees, agents or representatives, whether such claims are attributable to the fault or negligence of Integris or Customer. Section 4. Support Services 4.1 Support Services. During the Support Term, Integris will use commercially reasonable efforts to provide Support Services. 4.2 Support Contacts. Customer may designate ( ) support contacts as specified in Exhibit B ("Support Contacts"), who will be the only Customer representatives authorized to contact Integris for Support Services. Customer's Support Contacts will follow the call-in procedures set forth in Exhibit B or otherwise established by Integris from time to time. Each Support Contact will be (a) knowledgeable about the operation of the Licensed Software and the hardware on which the Licensed Software is installed, and (b) qualified to perform problem determination and remedial functions with respect to the Licensed Software. Customer may purchase additional Support Contacts for the amounts specified by Integris. 4.3 Cooperation. Customer will cooperate with Integris to the extent necessary to enable or facilitate performance of the Support Services by Integris. Without limiting the foregoing, Customer will provide Integris with remote access to Customer's computer and telecommunications systems as reasonably required to facilitate the performance of the Support Services. 4.4 Support Fees. In exchange for the Support Services, Customer will pay Integris any separate fees for Support Services set forth in the applicable Order Form. 4.5 Exclusions. The Support Services do not include: physical installation or removal of the Licensed Software at or from Customer's site; visits to Customer's site; any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Licensed Software; or any work with any Third Party equipment or software. Integris has no obligation to correct any Problem (as defined in Exhibit B) resulting from: (a) misuse of the Licensed Software; (b) modifications to the Licensed Software not made by Integris; (c) use of the Licensed Software with items not provided by Integris other than the hardware and operating system software for which the Licensed Software was designed; or (d) errors, defects or deficiencies in any data or other items furnished by Customer. Integris will not be responsible for correcting Problems if Customer fails to implement any Problem correction or Update made available by Integris. Section 5. Compensation 5.1 Prices. Customer will pay to Integris the license fees, support fees, charges and other amounts for the License and Services as specified on the applicable Order Form at the address specified for Integris at the top of the Order Form or at such other location as Integris may designate in writing. All monetary amounts specified in this Agreement are specified and payable in the lawful money of the United States. 5.2 Payment. Except as otherwise provided in this Agreement or agreed upon in writing by the Party, Integris will issue invoices for the License and Services, and Customer will pay Integris the full amount of each invoice within thirty (30) days after receipt of such invoice, without deduction or offset. In addition to any other rights or remedies that Integris may have, any amounts not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Further, in the event of any action by Integris to collect any amount not paid when due, Customer will pay or reimburse Integris' cost of collection (including, without limitation, any reasonable attorneys' fees and court costs), in addition to any other remedies Integris may have. Integris may accept any check or payment in any amount without prejudice to Integris' right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement on any check or payment or in any letter accompanying a check or payment or elsewhere will be construed as an accord or satisfaction. 5.3 Taxes. The fees, charges and other amounts payable under this Agreement do not include sales, use, value-added, foreign withholding or any other taxes except for income and business and occupation taxes levied on Integris with respect to such fees within the United States. All such taxes will be paid or reimbursed by Customer. Section 6. Limited Warranty; Disclaimer; Limitation of Remedies 6.1 Limited Warranty. Integris warrants that under normal installation and use the Licensed Software will function in all material respects in accordance with the Functional Specifications for a period of thirty (90) days after the Installation Date. Customer acknowledges that as of the date of this Agreement, Customer has thoroughly evaluated, tested and validated the Licensed Software as part of the Proof of Concept and has independently determined that the Licensed Software meets Customer's business, functional, security, system and technical requirements. Customer waives any warranty or claims with respect to any error, defect or other problem with the Licensed Software that could have been identified by Customer as part of the Proof of Concept. 6.2 Limited Remedies. If Customer gives Integris written notice of noncompliance with the foregoing warranty within the 30-day warranty period, Integris will, at its option and discretion: (a) use reasonable efforts to correct the Licensed Software, (b) replace the Licensed Software upon return of the original Licensed Software or deletion of the original Licensed Software and provision of a Deletion Certificate, or (c) refund all or a reasonable portion of the fees received under this Agreement for the Licensed Software upon return of the original Licensed Software or deletion of the original Licensed Software and provision of a Deletion Certificate. The foregoing sets forth Integris' entire liability and Customer's sole remedy for any breach of warranty under Section 6.1 or any other defect or deficiency in the Licensed Software. 6.3 Return Policy. Any Licensed Software to be returned under Section 6.2 must be assigned a Return Merchandise Authorization ("RMA") number by Integris prior to shipment. Any Licensed Software returned without an RMA number will be refused and returned to Customer at Customer's expense. Any Licensed Software that has been assigned an RMA number must be returned, shipping charges pre-paid, with the RMA number prominently displayed on the outside of the box. Licensed Software issued an RMA number must be returned within thirty (30) days after issuance of the RMA number. 6.4 DISCLAIMER AND RELEASE. THE WARRANTIES OF INTEGRIS AND THE REMEDIES OF CUSTOMER SET FORTH IN THIS SECTION 5 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND DISCLAIMS ALL OTHER WARRANTIES OBLIGATIONS AND LIABILITIES OF INTEGRIS AND ALL OTHER REMEDIES, RIGHTS AND CLAIMS OF CUSTOMER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE LICENSED SOFTWARE, SERVICES, OR ANY OTHER PRODUCTS, SERVICES OR ITEMS FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) ANY OBLIGATION, LIABILITY, RIGHT, REMEDY OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF INTEGRIS (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND (D) CLAIM OF INFRINGEMENT. FURTHER, INTEGRIS DOES NOT WARRANT THAT THE LICENSED SOFTWARE IS FREE FROM ERRORS, DEFECTS OR DEFICIENCIES OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER INTEGRIS NOR ANY LICENSED SOFTWARE OR ANY LICENSED SOFTWARE GENERATED DASHBOARD OR OTHER INFORMATION WILL BE CONSTRUED AS PROVIDING, OR USED AS, LEGAL, PRIVACY, COMPLIANCE, ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT OR OTHER ADVICE TO CUSTOMER, USERS, OR ANY THIRD PARTY. EACH PARTY WILL BE SOLELY AND INDIVIDUALLY RESPONSIBLE TO COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO ITS RESPECTIVE BUSINESS OPERATIONS. 6.5 Exclusions. Integris' warranty and obligations under Sections 6.1 and 6.2 do not apply to any noncompliance resulting from: (a) use not in accordance with this Agreement; (b) modification, damage, misuse or other action of Customer or any Third Party; (c) combination of the Licensed Software with any products, services or other items provided by Customer or any Third Party; or (d) any failure of Customer to comply with this Agreement Section 7. Proprietary Rights 7.1 Ownership. The Licensed Software, Documentation and Confidential Information of Integris involve valuable Proprietary Rights of Integris. No title to or ownership of any Licensed Software, Documentation or Confidential Information of Integris, or any Proprietary Rights associated therewith, is transferred to Customer or any other person under this Agreement. Without limiting the generality of the foregoing, Integris reserves all of its Proprietary Rights in the Licensed Software, Documentation and Confidential Information of Integris. 7.2 Trademarks and Trade Names. Each Party reserves all right, title and interest (including, without limitation, any Proprietary Rights) that it may have in any Mark and associated goodwill. No license or right in any Mark or associated goodwill is granted or otherwise transferred by virtue of this Agreement. Further, neither Party will use any Mark of the other Party in any advertising, promotional, marketing or other materials without the prior written consent of the other Party; provided, however, that: (a) Customer may list or otherwise identify Integris as the provider of the Installation Services and Licensed Software under this Agreement; (b) Integris may list or otherwise identify Customer as a customer of Integris and recipient of Installation Services and Licensed Software under this Agreement; and (c) Integris may use Customer’s name and logo in connection with the reference account described in Section 12.6. 7.3 Notices. Customer will include appropriate notices preserving Integris's Proprietary Rights in any copy or other reproduction of the Licensed Software or Documentation made or authorized by Customer in accordance with the License. 7.4 Confidential Information. Any Confidential Information received or otherwise learned by a Party (as "Recipient") from the other Party (as "Discloser") will be treated by the Recipient as confidential and proprietary information of the Discloser and will be used by Recipient solely in connection with its performance of this Agreement. Recipient will not disclose any such Confidential Information to any other person or entity, other than to Recipient's employees and advisors whose duties justify their need to know and who have agreed in writing to maintain the confidentiality of such information, unless Discloser consents to the disclosure in writing. However, Recipient will have the right to disclose Confidential Information to the extent such disclosure is required to comply with applicable law, regulation or court order; provided, that Recipient will use its best efforts to (a) provide Discloser prior notice of the need for disclosure and cooperate with the Discloser (for example, and without limitation, in seeking a protective order) to prevent or minimize the disclosure, and (b) minimize the extent of the disclosure. Customer will not disclose the terms of this Agreement to any Third Party without the prior consent of Integris. 7.5 Feedback. From time to time, Customer, or Authorized Users or third parties operating on Customer’s behalf may make suggestions, provide recommendations or other feedback or submit requests for enhancements or updates (“Feedback”). Customer is under no obligations to provide Feedback but if Customer does, Customer acknowledges and agrees that Integris may use or incorporate such Feedback into the Licensed Software without any obligations to Customer or any other Person, and Customer hereby grants Integris a royalty free, worldwide, irrevocable, perpetual license to do so. Section 8. Customer-Furnished Items and Information Security 8.1 Customer-Furnished Items. Except for any license or other right expressly granted under this Agreement or Statement of Work, Customer reserves any and all right, title and interest (including, without limitation, any Proprietary Rights) that it may have in any Customer-Furnished Items. Except as otherwise agreed upon by the Parties in writing, no title to or ownership of any Customer-Furnished Item is transferred to Integris under this Agreement. Customer hereby grants to Integris a nonexclusive, royalty-free license to use the Customer-Furnished Items as reasonably required for Integris's performance of the Installation Services and Integris's other obligations in accordance with this Agreement and any applicable Statement of Work. Customer warrants that it has the right to make the Customer-Furnished Items available to Integris as provided for in this Agreement or any Statement of Work. 8.2 Information Security. In connection with Installation Services, other Professional Services or otherwise related to the use or operation of the Licensed Software, Integris does not, and will not, take possession of or otherwise control the storage, processing, use, transfer, deletion or other disposition of any Customer Data. At all times during the Term, all such activities remain under the control of Customer. Customer, not Integris, retains control of and responsibility for the integrity and security of all Customer Data at all times during the Term. The Functional Specifications describe the operating specifications for the Licensed Software as they related to data control, processing and security. Customer has evaluated those specifications and determined that they are appropriate and acceptable for the purposes and use of the Licensed Software by Customer. 8.3 Backup. Customer is responsible for maintaining appropriate security, protection and backup of Customer Data. Without limiting our obligations elsewhere in this Agreement, Integris is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, or loss of, or damage to, or failure to store or encrypt, any Customer Data in connection with use of the Software or as a result of any Authorized User’s acts or omissions. Section 9. Indemnification 9.1 By Integris. Integris will indemnify, defend and hold harmless Customer against any claim, demand, suit, proceeding, loss liability, cost, expense or damages (including reasonable attorneys’ fees) arising out of or in connection with any claim or allegation by a Third Party that the Licensed Software infringes, violates or misappropriates the intellectual property or other proprietary rights of a Third Party (“Customer Covered Claim”); provided that Customer (a) gives Integris prompt, written notice of a Customer Covered Claim, (b) permit Integris to control the defense and settlement of the Customer Covered Claim (provided that Integris may not settle a Customer Covered Claim unless the settlement unconditionally releases Customer of any liability), and (c) cooperate with Integris and provide all reasonable assistance in the defense and settlement of the Customer Covered Claim (at no out of pocket expense to Customer). Notwithstanding the foregoing, Integris assumes no liability or responsibility for infringement, violation or misappropriation resulting from or related to (i) Customer Data, Integris’s access or use of any Customer Data or any other data on Customer’s systems; (ii) use, operation or combination of the Licensed Software with any product or service not provided by Integris; (iii) modification or Unauthorized Use of the Licensed Software, or (iv) failure to install or use any error corrections, fixes or other Updates furnished by Integris, if such infringement could have been avoided by such installation or use. In. In the event of a Customer Covered Claim or if Integris reasonably believes that the Licensed Software may infringe or misappropriate any Third Party Proprietary Rights, Integris may in our discretion and at no cost to Customer (x) modify the Licensed Software to remediate any actual or alleged infringement or misappropriation, (y) obtain a license for Customer’s continued use of the Licensed Software in accordance with this Agreement, or (z) terminate Customer’s subscription for such Licensed Software upon 30 days written notice and refund to Customer any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination. 9.2 By Customer. Customer shall indemnify, defend and hold harmless Integris against any claim, demand, suit, proceeding, loss, liability, cost, expense or damages (including reasonable attorneys’ fees) arising out of or in connection with breach or default by Customer under any covenant, representation or obligation under this Agreement or any of Customer’s responsibilities under this Agreement, (“Integris Covered Claim”); provided that Integris (a) gives Customer prompt, written notice of Integris Covered Claim, (b) permit Customer to control the defense and settlement of the Integris Covered Claim (provided that Customer may not settle Our Covered Claim unless the settlement unconditionally releases Integris of any liability), and (c) cooperate with Customer and provide all reasonable assistance in the defense and settlement of the Customer Covered Claim (at no out of pocket expense to Integris). 9.3 Exclusive Remedy. This Section 9 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any infringement or alleged infringement of any Third Party proprietary rights. Section 10. Term and Termination 10.1 Term. The term of this Agreement will commence as of the date of this Agreement and will, unless sooner terminated under Section 10.2, continue until the third anniversary of the date of this Agreement ("Term"). 10.2 Breach or Default. Either Party may terminate the Term immediately by giving the other Party written notice of termination if such other Party fails to cure any material breach of or default under this Agreement (including, without limitation, failure to pay any amounts when due) within thirty (30) days after such other Party receives written notice of the breach or default. 10.3 Effect of Termination. Upon the expiration or termination of the Term pursuant to and in accordance with this Section 10, the following will apply unless otherwise agreed upon by the parties (a) the License will terminate, and Customer will immediately cease to use the Licensed Software; (b) Customer will promptly return to Integris or destroy any and all Confidential Information of Integris and copies of the Licensed Software under the possession or control of Customer; (c) Integris will promptly return to Customer or destroy any and all Confidential Information of Customer under the possession or control of Customer; and (d) Customer will provide to Integris a Deletion Certificate for all Licensed Software destroyed pursuant to the preceding subsection (b). 10.4 Survival. Customer's payment obligations under this Agreement and Sections 1, 2.6, 2.7, 2.9, 3.7, 4.4, 4.5, 5, 6.4, 6.5, 7, 8, 9, 10, 11 and 12 will survive the termination or expiration of the Term. Section 11. Limitations of Liability 11.1 Excused Performance. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (other than monetary obligations) as a result of any cause or condition beyond such Party's reasonable control. 11.2 Limitation of Liability. INTEGRIS' LIABILITY (WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER THEORY) ARISING UNDER OR WITH REGARD TO THIS AGREEMENT, THE LICENSED SOFTWARE, ANY SERVICES OR ANY OTHER PRODUCTS, SERVICES OR OTHER ITEMS FURNISHED HEREUNDER WILL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL COMPENSATION PAID BY CUSTOMER TO INTEGRIS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ASSERTION OF THE APPLICABLE CLAIM. 11.3 Limitation of Damages. IN NO EVENT WILL INTEGRIS HAVE ANY OBLIGATION OR LIABILITY (WHETHER BASED ON CONTRACT, WARRANTY TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED) OR OTHER THEORY) FOR THE COST OF COVER OR FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE, PROFIT OR BUSINESS) ARISING OUT OF OR PERTAINING TO THIS AGREEMENT, THE LICENSED SOFTWARE, SERVICES OR ANY OTHER PRODUCTS, SERVICES OR OTHER ITEMS FURNISHED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Section 12. Miscellaneous 12.1 Audit. Integris will have the right to audit Customer's compliance with the terms of this Agreement. Customer agrees to grant access to Integris to facilities, equipment, books, records and documents and to otherwise reasonably cooperate with Integris in order to facilitate any such audit. 12.2 Export Restrictions. Customer acknowledges that the Licensed Software is subject to U.S. export restrictions. Customer agrees to comply with all applicable laws and regulations that apply to the Licensed Software, including, without limitation, the U.S. Export Administration Regulations. 12.3 Independent Contractors. Customer and Integris are independent contractors, not employees, agents, or franchisees of one another. This Agreement will not be interpreted or construed as creating or evidencing any association, joint venture, or partnership between the parties or as imposing any partnership or franchisor obligation or liability on any Party. 12.4 Notices. Any notice or other communication under this Agreement given by either Party to the other will be in writing and delivered either (a) in person or by first-class, registered, or certified U.S. mail or overnight delivery service, return receipt requested, postage prepaid, or (b) by facsimile with a hard copy mailed or delivered as provided in (a) above unless first acknowledged received by the recipient in writing whether by facsimile or other means. Notices will be deemed received three (3) business days after the same has been sent in accordance with this Section. Notices will be directed to the intended recipient at the address or facsimile number specified below its signature on the cover sheet of this Agreement; provided, that notices to Integris must be sent to the attention of Integris General Counsel. Either Party may from time to time change such address or number by giving the other Party notice of such change in accordance with this paragraph. 12.5 Assignment. Customer will not assign this Agreement or its rights or obligations under this Agreement without the prior written consent of Integris. For purposes of the foregoing, any change in control of Customer (e.g., any sale, assignment or transfer of securities entitled to elect a majority of the board of directors of Customer), in any one or more transactions or events, will be deemed to constitute an assignment of this Agreement requiring Integris' consent. Any assignment by Customer, with or without Integris' consent, will not relieve Customer from any of its obligations under this Agreement. Subject to the foregoing restriction on assignments by Customer, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successor and assigns. 12.6 Nonwaiver. The failure of either Party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and remain in full force and effect. Further, no waiver will be valid unless set forth in a written instrument signed by the Party to be bound thereby. 12.7 Applicable Law. THIS AGREEMENT WILL BE INTERPRETED, CONSTRUED, AND ENFORCED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES TO THE CONTRARY. THE 1980 UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS OR ITS SUCCESSOR WILL NOT APPLY TO THIS AGREEMENT. EACH PARTY HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN KING COUNTY, WASHINGTON, WITH REGARD TO ANY SUIT OR CLAIM ARISING UNDER OR BY REASON OF THIS AGREEMENT. CUSTOMER WILL NOT COMMENCE OR PROSECUTE ANY SUIT OR CLAIM TO ENFORCE THIS AGREEMENT, OR OTHERWISE ARISING UNDER OR BY REASON OF THIS AGREEMENT, OTHER THAN IN SUCH COURTS. 12.8 Remedies. In the event of any breach of or default under this Agreement by Customer, Integris may suffer irreparable harm and have no adequate remedy at law. In the event of any such breach or default, or any threat of such breach or default, Integris will be entitled to injunctive relief, specific performance and other equitable relief, without the necessity of showing actual damages or posting a bond or other security. Further, in any legal action or other proceeding in connection with this Agreement (e.g., to recover damages or other relief), the prevailing Party will be entitled to recover, in addition to any other relief to which it may be entitled, its reasonable attorneys' fees and other costs incurred in that action or proceeding. The rights and remedies of the Integris under this Section 12.9 are in addition to, and not in lieu of, any other right or remedy afforded to Integris under any other provision of this Agreement, by law or otherwise. 12.9 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements, between Integris and Customer with regard to the subject matter hereof. No amendment of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by both parties. Integris will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which has been proffered by Customer in any purchase order, confirmation, correspondence or otherwise, unless Integris specifically agrees to such provision in writing.   EXHIBIT A Definitions "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Agreement" means these Terms together with each Order Form and all attachments, exhibits, schedules, policies and instructions incorporated by reference thereto. "Authorized User" means employees or contractors of the Customer that are authorized by Customer to use the Licensed Software and are within any capacity limitations for the applicable Licensed Software pursuant to this Agreement. "Authorized Databases" means any databases that may be processed using the Licensed Software as specified in the Functional Specifications. "Confidential Information" means any information that is proprietary or confidential or that a Party is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a Third Party). Confidential Information may be of a technical, business or other nature (including, but not limited to, information that relates to a Party's technology, research, development, products, services, pricing of products and services, customers, employees, contractors, marketing plans, finances, contracts, legal affairs, or business affairs). Without limitation of the foregoing, any data or other information relating to the design, architecture, specifications, features, functions, performance, operation and other characteristics of the Licensed Software will be presumed (e.g., without marking or other specific identification) to be Confidential Information of Integris. However, Confidential Information does not include any information that: (a) was known to the Recipient before receiving the same from the Discloser in connection with this Agreement; (b) is independently developed by the Recipient; (c) is acquired by the Recipient from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the Recipient. "Customer Data" means all electronic data or information owned or controlled by Customer and stored on Customer’s servers, hardware and systems. "Customer Furnished Items" means the software, hardware, networks and other items required for the successful installation, implementation, integration or use of the Licensed Software, but not furnished by Integris. Customer Furnished Items include, but are not necessarily limited to, Customer Data, the System, the Authorized Databases and any other hardware, software and items described in any applicable Statement of Work or Documentation as items to be furnished by Customer. "Defaulting Party" means a Party that has committed a material breach or default in the performance of any of its obligations under this Agreement. "Deletion Certificate" means a written certification signed by a senior officer of Customer certifying as to the destruction of certain Licensed Software or all Licensed Software in the possession or control of Customer, as applicable. "Documentation" means the user manuals, technical manuals, specifications, hardware configurations, operating environment and other documentation relating to any Licensed Software furnished by Integris to Customer under this Agreement. "Embedded Third Party Software" means Licensed Software acquired or licensed by Integris from a Third Party as specified in the applicable Documentation. "Functional Specifications" means the written functional specifications for the Licensed Software set forth in the Documentation listed on Exhibit C. "Installation Date" means the earlier of the date that (a) Integris notifies Customer that the installation of the Licensed Software is complete and that the Licensed Software is ready for operation in a production environment, and (b) the Licensed Software is used in a production environment by Customer. "Installation Services" means services performed or to be performed by Integris to install the Licensed Software on the System as specified in the applicable Statement of Work. "Installation Site" means the installation site specified in the applicable Statement of Work or such other location as may be agreed upon by the Parties in writing where the Licensed Software is to be installed and operated under this Agreement. "License" means the license granted to Customer under Section 2.1. "Licensed Software" means the software delivered by Integris to Customer for installation and operation on the System under this Agreement. The Licensed Software includes, but is not limited to, the following: (a) the modules, programs and other software identified as Licensed Software in the Order Form, and (b) any Update to the software described in (a) above that is delivered by Integris for installation and operation on the System pursuant to this Agreement. The Licensed Software does not include source code in any form, and Customer acknowledges that Customer has no right to receive any source code. Licensed Software does not include Embedded Third Party Software. "Mark" means any name, trade name, brand, logo, service mark, trademark or trade dress. “Order Form” means the documents for placing orders hereunder, including addenda and supplements thereto, that are entered into between Customer and Integris from time to time. "Party" (or any subjugation thereof as the context requires) means Integris, Customer or any Person that acquires all of the right, title and interest of Integris or Customer in this Agreement in accordance with Section ___ of these Terms. "Person" means a corporation, partnership, trust, governmental organization, individual or other legal entity. "Professional Services" means any installation, implementation, configuration, advisory or other consulting or professional services as described in one or more statements of work signed by the parties. "Proof of Concept" means the efforts undertaken by the parties in connection with the Licensed Software to (a) evaluate, test and validate the Licensed Software on Customer's systems, (b) demonstrate to Customer's satisfaction that the Licensed Software meets Customer's business, functional, security, system and technical requirements, and (c) identify and implement the development efforts needed to customize, configure, implement and install the Licensed Software. "Proprietary Rights" means any patent, copyright, trademark, trade secret or other intellectual property right protected under the laws of the United States of America or any other jurisdiction. "Services" means the Professional Services and the Support Services. "System" means the computer system specified in the applicable Statement of Work and in the possession or control of Customer at the Installation Site. "Term" means the period described in Section 7.1. "Terminating Party" means a Party that has given written notice to the other Party of a material breach or default in the performance of the other Party's obligations under this Agreement. "Third Party" means any Person other than Integris or Customer. "Unauthorized Use" means any use, reproduction, distribution, disposition, possession, disclosure or other activity involving any Licensed Software, Documentation or Confidential Information of Integris that is not expressly authorized under the License or otherwise in writing by Integris. "Update" means any correction, modification, enhancement, improvement, update, upgrade or new release of any Licensed Software.