SUBSCRIPTION AND PROFESSIONAL SERVICES AGREEMENT 

This Subscription and Professional Services Agreement (together with its supplements, amendments, modifications and waivers thereto shall hereinafter be referred to as the “SPSA”) is made and entered into as of this ____ day of June, 2018 (“SPSA Effective Date”) by and between:    

•	ValueMomentum, Inc, with its principal office at 220 Old New Brunswick Road, Suite 100, Piscataway, NJ 08854 (hereinafter referred to as “VMI”, which expression unless repugnant to the context shall mean and include its successors and permitted assigns), of the FIRST PART; ______________ with its principal office at __________________________ (hereinafter referred to as “_________”, which expression unless repugnant to the context shall mean and include its successors and permitted assigns), of the SECOND PART;

VMI and _________ may hereinafter be referred to as such or singularly as the “Party” and collectively as the “Parties”, as the case may be.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby agree as set forth in this SPSA.

1.	DEFINITIONS 
 
"Affiliate" means any entity that 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. 
 
“Change Order” means any change to an SOW or Purchase Order, as applicable, as described in the Change Orders section below. Change Orders will be deemed incorporated by reference into the applicable SOW or Purchase Order, as applicable.

“Cloud” currently means Microsoft’s Azure PAAS and/or IAAS and all services and capabilities contained therein (“Azure”). VMI reserves the right to, without providing You a notice, change from Azure to another Cloud in the future without causing downtime, other than scheduled downtime, to the Purchased-Online-Services and Adapters. 

“Content” means information either developed by VMI or obtained by VMI from publicly available sources or third party content providers and made available to _________ through the Online-Services or pursuant to a Purchase Order. 
 
“Deliverable” means a deliverable to be provided under a SOW pursuant to performance of Professional Services. 

“Documentation” means the documentation for an applicable Online-Service, and its usage guides and policies, as updated from time to time. 

“Intellectual Property Rights” means patent rights (including patent applications and  disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

“Interfaces” or “Adapters” means programs developed by VMI for accessing certain third party applications, services or data and made available to _________ through the Online-Services or pursuant to a Purchase Order. 
 
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. 

“Modifications” shall mean any work performed by anyone that (i) is a modification (including corrections, changes, additions, alterations, translations, enhancements, improvements, interfaces, derivations or deletions) of whole or any part of Online-Services, Adapters or Content; or (ii) is a new program that incorporates or uses, directly or indirectly, whole or any part of VMI’s Confidential Information or any part of Online-Services, Adapters or Content.  Modifications include, but are not limited to, derivative works of the Intellectual Property embodied in Online-Services, Adapters or Content.

“Non-BDMX Application” means a Web-based, mobile, offline or other software application functionality that is provided by _________ or a third party, including, for example, an application that is developed by or for _________. 
 
“Online-Service” means any online, web-based service and associated offline components and in-built configuration data and metadata made available by VMI (or one or more of VMI’s Affiliates) to _________ or _________’s Affiliate under this SPSA. Online-Services exclude Content, Interfaces/Adapters and Non-BDMX Applications.
 
“Purchase Order” means an ordering document or online order, specifying the Online-Service(s) to be provided hereunder, that is entered into between _________ or _________’s Affiliate and VMI or VMI’s Affiliate, including any addenda and supplements thereto.  By entering into a Purchase Order, an Affiliate agrees to be bound by the terms of this SPSA as if it were an original party hereto. 
 
“Purchased Online-Services, Adapters and Content” means Online-Services, Adapters and/or Content that _________ or _________’s Affiliate purchased subscriptions for under a Purchase Order that is executed in writing by _________ or _________’s Affiliate and VMI or VMI’s Affiliate. VMI or VMI’s Affiliate will make such Purchased Online-Service(s), Adapters and Content available online and additionally may provide some associated offline components or mobile components. 
 
“Professional Services” means work performed by VMI, VMI’s Affiliate, or VMI’s or it’s Affiliates’ subcontractors under an SOW.

”Statement of Work” or “SOW” means an ordering document specifying the Professional Services to be provided and/or Deliverables to be delivered hereunder and that is entered into between VMI or VMI Affiliates and _________ or _________ Affiliates, including any addenda and supplements thereto. By entering into an SOW, an Affiliate agrees to be bound by the terms of this SPSA as if it were an original party hereto. Notwithstanding any language to the contrary in an SOW, all Professional Services and/or Deliverables purchased under an SOW hereunder are purchased separately from the Online-Services and any references to “Statement Of Work” or “SOW” herein shall not apply in any way to any Online-Services, including without limitation, with respect to payment obligations and termination rights. If there is a conflict between the terms of this SPSA and terms of an SOW, the terms of this SPSA will prevail. 

“User” means an individual who is authorized by _________ to use an Online-Service, Adapter or Content for whom _________ has purchased a subscription (or in the case of any Online-Services, Adapter or Content provided by VMI without a user charge, for whom such a service has been provisioned), and to whom _________ (or, when applicable, VMI at _________’s request) have supplied a user identification and password (for services utilizing authentication). Users may include, for example, _________ employees, contractors and Agents, and third parties with which _________ transacts business. Each User must electronically execute the EULA, a form if which is attached as an exhibit (“EULA EXHIBIT”), before accessing and using the Online Services, Adapters or Content.  
 
“We,” “Us” or “Our” means VMI and VMI Affiliate(s) that has signed Purchase Orders or SOWs.
 
“You” or “Your” means _________ or company entity or _________’s Affiliate(s) that has signed Purchase Orders or SOWs for which you are accepting this SPSA. 
 
“Your Data” means (1) electronic data and information submitted by or for _________ or _________’s Affiliate(s) to the Online-Services, Adapters or Content, and (2) configuration data configured for You or by You, representing Your rules, rates, forms and process flows. Your Data does not include Online-Services, Adapters, Content and Non-BDMX Applications. Your Data also does not include Adapters and APIs related configurations, mapping and wiring even if they have been configured for You or by You.
  
2.	OUR RESPONSIBILITIES 
 
2.1.	Provision of purchased services. We will (a) make the Purchased Online-Services, Adapters and Content available to You pursuant to this SPSA and the applicable Purchase Orders, (b) provide applicable VMI standard support for the Purchased Online-Services, Adapters and Content to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the Purchased Online-Services, Adapters and Content available 23.5 hours a day, 7 days a week, except for: (i) scheduled downtime, (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, Non-BDMX Application failure or delay, Cloud failure or delay, or denial of service attack, or (iii) any delays or unavailability resulting from the acts or omissions of _________, its employee or its agents.

2.2.	Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in Our Exhibit for Privacy, Security and Data Policy (“PSDP Exhibit”). Those safeguards will include, but will not be limited to, measures for preventing access, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Online-Services, Adapters and Content and/or perform the Professional Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as You expressly permit in writing.

2.3.	Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this SPSA, except as otherwise specified herein.

3.	USE OF ONLINE-SERVICES AND CONTENT
 
3.1.	Subscriptions. Unless otherwise provided in the applicable Purchase Order, access to and use of Online-Services, Adapters and Content are purchased as subscriptions. _________ or _________’s Affiliate’s subscription rights under this SPSA are only to Purchased Online-Services, Adapters and Content that are purchased through an executed Purchase Order. 

3.2.	Usage Limits. Purchased Online-Services, Adapters and Content are subject to volume/quantities, user, purpose, business volume, premium volume/slabs or other usage (together “Usage”) limits, as specified in this SPSA and the related Purchase Orders. If a Purchase Order specifies a limit on the number of Users, the Purchased Online-Services, Adapters and Content may not be accessed by more than that number of Users.  A User’s password or other User information may not be shared with any other individual, and a User identification may only be reassigned to a new individual replacing one who will no longer use the Purchased Online-Services, Adapters and Content. The right of any User to access and use the Online Services is subject to the EULA which will remain during the Term. If Your Usage exceeds any contractual or ordered Usage limits specified in the Purchase Order, We may work with You to seek to reduce Your Usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or  unwilling  to  abide  by  a  contractual  limit,  You  will  execute a Purchase Order for additional  quantities  of  the  applicable Online-Services, Adapters or Content  or purpose or user or other Usage limits promptly upon  Our request, and/or pay any invoice for excess Usage in accordance with Section 5. 

3.3.	Your Responsibilities. You will (a) be responsible for each User’s compliance with this SPSA and Purchase Orders,  (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Online-Services, Adapters and Content, and notify Us promptly of any such unauthorized access or use, (d) use Online-Services, Adapters and Content only in accordance with this SPSA and its Exhibits, Purchase Orders and applicable laws and government regulations, and (e) comply with terms of service of any Non-BDMX Applications with which You use Online-Services, Adapters or Content.

3.4.	Usage Restrictions. You will not (a) access or use any Online-Service, Adapter or Content or make any Online-Service, Adapter or Content available to Users, unless those Online-Services, Adapter and/or Content are purchased by You through a Purchase Order, (b) make any Online-Service, Adapter or Content available to, or use any Online-Service, Adapter or Content for the benefit of, anyone other than You or Users, unless expressly stated otherwise in a Purchase Order, (c) sell, resell, license, sublicense, distribute, make available, rent or lease any Online-Service, Adapter or Content, or include any Online-Service, Adapter or Content in a service bureau or outsourcing offering, (d) use an Online-Service or Non-BDMX Application to store or  transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (e) use an Online-Service or Non-BDMX Application to store or transmit Malicious Code, (f) interfere with or disrupt the integrity or performance of any Online-Service or third-party data contained therein, (g) attempt to gain unauthorized access to any Online-Service, Adapter or Content or its related systems or networks, (h) permit direct or indirect access to or use of any Online-Service, Adapter or Content in a way that circumvents a contractual subscription right or Usage limit, or use any of Our Online-Services to access or use any of Our intellectual property except  as permitted  under this  SPSA or  a Purchase Order,  (i)  copy an Online-Service or any part, feature, function or user interface thereof, (j) copy Content except as permitted herein or in a Purchase Order, (k) frame or mirror any part of any Online-Service, Adapter or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes, (l) access any Online-Service, Adapter or Content in order to build a competitive product or service or to benchmark with a Non-BDMX product or service, or (m) reverse engineer any Online-Service (to the extent such restriction is permitted by law). Any use of the Online-Services, Adapters or Content in breach of this SPSA, Exhibits or Purchase Orders, by You or Users that in Our judgment threatens the security, integrity or availability of Our Online-Services, may result in Our immediate suspension of the Online-Services, however, We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.

3.5.	External-Facing Online-Services. If You subscribe to an Online-Service or Adapters for sending electronic messages or for the creation and hosting of, or for posting content on, external-facing websites, such use is subject to Our External-Facing Online-Services Policy (“Posting and Messages Exhibit”) as may be applicable to an Online-Service, and You are solely responsible for each User complying with applicable privacy and other laws and any law in Your use of any cookies or other tracking technologies.

3.6.	Removal of Adapters, Content and Non-BDMX Applications. If We are required by a licensor to remove Adapters and/or Content, or receive information that Adapters and/or Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event (a) We may attempt to procure the right to continue to use the Adapters and/or Content  or modify the Adapters and/or Content so it no longer violates applicable law or third-party rights; (b) We may terminate Your subscription rights to such Adapters and/or Content, and fully refund or credit You for any advance payments made or cancel Your payment obligations, as applicable, for the remainder of the term of the terminated subscriptions for such Adapters and Content; or  (c) We may require You to and you agree to promptly remove such Adapters and Content from Your systems.  If We receive information that a Non-BDMX Application interoperating with Online-Services may violate Our External-Facing Online-Services Policy or applicable law or third-party rights or may cause Online-Services to fail or degrade or causing You to cross Your Usage limits, We may so notify You and in such event You will promptly disable such Non-BDMX Application or modify the Non-BDMX Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Adapters and/or Content, Online-Service and/or Non-BDMX Application or it’s interoperability with Online-Services until the potential violation is resolved.

4.	NON-BDMX PRODUCTS OR SERVICES

4.1.	We or third parties may make available third-party products or services, including, for example, Non-BDMX Applications and implementation and other consulting services (“Non-BDMX Product or Service”). Any acquisition and use by You of such Non-BDMX Product or Service, and any exchange of data between You and any Non-BDMX Product or Service, or such third party provider, is solely between You and that applicable provider. We do not warrant or support Non-BDMX Applications or other Non-BDMX Products or Services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided in a Purchase Order.

4.2.	Non-BDMX Applications and Your Data. If You use a Non-BDMX Application with an Online-Service and/or Adapter, You grant Us permission to allow that Non-BDMX Application and its provider to access Your Data as required for the interoperation of that Non-BDMX Application with the Online-Service and/or Adapter. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-BDMX Application or its provider and You shall only look to such Non-BDMX provider to remedy any losses or damages resulting from any loss of You Data.

4.3.	Integration with Non-BDMX Applications, Third party data or services. The Online-Services and/or Adapters may contain features designed to interoperate with Non-BDMX Applications or third party data or services. To use such features, You may be required to obtain access to such Non-BDMX Applications and/or third party data or services from their providers, and may be required to grant Us access to Your account(s) on or to such Non-BDMX Applications or third party data or services. When integrated with a Non-BDMX Application or third party data or service, We cannot guarantee the continued availability of such Online-Service and/or Adapter features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-BDMX Application or third party data or services ceases to make the Non-BDMX Application or third party data or services available for interoperation with the corresponding Online-Service and/or Adapter features in a manner acceptable to Us. Additionally, to use certain Content or Interfaces or Adapters, You may have to agree to additional terms and conditions from Us and third parties specific to those Content or Interfaces or Adapters. For example and without limitation, to use ISO ERC Adapter or ISO ERC Content, You have to agree to Our terms and conditions specific to ISO ERC Adapter or ISO ERC Content and also You need to have executed an agreement with ISO permitting You to access ISO ERC Content using Our Adapter and using the ISO ERC Content for Your business.  We shall not be responsible for any loss of functionality or interoperability that results from Your failure to accept any such applicable terms and conditions.
 
5.	SUBSCRIPTION-FEES AND PAYMENT FOR PURCHASED ONLINE-SERVICES

5.1.	Subscription-Fees. You will pay all Subscription-Fees specified in each Purchase Order. Except as otherwise specified herein or in an Purchase Order, (i) Subscription-Fees are based on Online-Services, Adapters and Content subscriptions and Usage purchased and not actual use, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities and Usage purchased cannot be decreased during the relevant subscription term.
 
5.2.	Invoicing and Payment. We will invoice You for all Purchased Online-Services, Adapters and Content listed in a Purchase Order for the initial subscription term and any renewal subscription term(s) as set forth hereunder. We will invoice You in accordance with the billing frequency stated in the applicable Purchase Order. Unless otherwise stated in the Purchase Order, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us, in each Purchase Order, and notifying Us of any changes to such information.

5.3.	Overdue Charges. If any invoiced payment amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Purchase Orders on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).

5.4.	Suspension of Purchased Online-Services and Acceleration. If any invoiced payment amount owed by You under this SPSA for Purchased Online-Services, Adapters and Content is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Our Purchased Online-Services, Adapters and Content to You until such amounts are paid in full.  We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 15 for notices, before suspending the Purchased Online-Services, Adapters and Content to You.

5.5.	Payment Disputes. We will not exercise Our rights under Section 5.3 or 5.4 above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

5.6.	Taxes. Our Subscription-Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

5.7.	Future Functionality. You agree that Your purchases under a Purchase Order are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

6.	PROFESSIONAL SERVICES PROVIDED UNDER A SOW

6.1.	Scope of Professional Services. We will provide to You the Professional Services specified in each SOW executed in writing by You and Us, subject to Your payment of all applicable fees towards such Professional Services (“PS-Fees”) as set forth in the PS-Fees section of this SPSA and the applicable SOW.

6.2.	Relationship to Online-Services. Purchase of Professional Services by You under an SOW is limited to the provision by Us of the related time and material or fixed price services and/or Deliverables under that SOW and does not convey any right to You to use Online-Services, Adapters or Content.  Any rights to use of Online-Services, Adapters or Content by You will be governed by the rights and limitations set forth in Sections 2 and 3 of this SPSA and related and executed Purchase Orders. You agree that Your purchase of Professional Services is not contingent on the delivery of any future Online-Service functionality or features or on any oral or written public comments by Us regarding future Online-Service functionality or features.

6.3.	Cooperation. You will cooperate reasonably and in good faith with Us in Our performance of Professional Services by, without limitation:

(a)	allocating sufficient resources and  timely performing any tasks reasonably necessary to enable Us to perform Our obligations under each SOW; 
(b)	timely delivering any materials and other obligations required under each SOW; 
(c)	timely responding to Our inquiries related to the Professional Services; 
(d)	assigning an internal project manager for each SOW to serve as a primary point of contact for Us; 
(e)	actively participating in scheduled project meetings; 
(f)	providing in a timely manner access to Your appropriate and knowledgeable employees and agents, and continuous administrative access to Your Online-Service account, and coordination of onsite, online and telephonic meetings all as reasonably required by Us;
(g)	providing, in a timely manner and at no charge to Us, office workspace, telephone and other facilities, suitably configured computer equipment with Internet access and other required equipment for Our personnel performing Professional Services at Your site; and
(h)	complete, accurate and timely information, data and feedback all as reasonably required. 

6.4.	Delays. Any delays in the performance of Professional Services or delivery of Deliverables caused by You may result in additional applicable charges for resource time, and We shall not be responsible or liable for any losses or damages for any such delays.

6.5.	Delivery. We will provide the Professional Services, including any Deliverables, in accordance with the SPSA and the applicable SOWs.

6.6.	Acceptance. Upon completion of each Deliverable under an SOW, We will, as applicable: (a) submit a complete copy to You; and (b) at Your request, demonstrate its functionality to You. You are responsible for reviewing and testing all Deliverables in accordance with any acceptance criteria or test plans mutually agreed upon in writing in the SOW. Acceptance of Professional Services performed and/or Deliverables delivered under a given SOW shall be conducted and governed by the acceptance terms detailed in that SOW except in the cases of time and material based Professional Services, which shall be deemed as accepted upon signing by Your personnel of Our personnel’s time sheets.   

6.7.	Change Orders. Changes to a SOW will require a written Change Order signed by the Parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated PS-Fees and schedule.

7.	PS-FEES AND PAYMENT 

7.1.	PS-Fees. You will pay Us for the Professional Services at the rates specified in the applicable SOW. Professional Services are provided on either a time-and-materials or fixed fee basis, as provided in an SOW. Any totaling or amount set forth in a time-and-materials SOW is solely a good-faith estimate for Your budgeting and Our resource-scheduling purposes and is not a guarantee that the work will be completed for that amount; the actual amount may be higher or lower. If the estimated amount is expended, We will continue to provide Professional Services under the same rates and terms.

7.2.	Incidental Expenses related to Professional Services. You will reimburse Us for reasonable travel and out-of-pocket expenses incurred in connection with Professional Services. If an estimate of incidental expenses is provided in the applicable SOW, We will not exceed such estimate without Your written consent.

7.3.	Invoicing and Payment for Professional Services. Charges for time-and-materials engagements will be invoiced monthly in arrears unless otherwise expressly stated in the applicable SOW. Charges for fixed fee engagements will be invoiced in the manner as provided in the SOW. Invoiced amounts will be due and payable net 30 days from the invoice date. You are responsible for providing Us with Your complete and accurate billing and contact information and notifying Us of any changes to such information.

7.4.	Overdue Charges. Subject to Section 7.6 below, if any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future purchases of Professional Services on payment terms shorter than those specified in Section 7.3 above.

7.5.	Suspension of Professional Services. Subject to Section 7.6 below, if any amount owing by You under this SPSA and SOWs is 30 days or more overdue, We may, without limiting Our other rights and remedies, suspend Our performance of Professional Services until such amounts are paid in full.

7.6.	Payment Disputes. We will not exercise Our rights under Sections 7.4 and 7.5 above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

7.7.	Taxes. Our PS-Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this section, We will invoice You and You will pay that amount, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.


8.	PROPRIETARY RIGHTS AND LICENSES

8.1.	Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors and Content Providers reserve all of Our/their right, title and interest in and to all Online-Services, Adapters, Content and Modifications, including all of Our/their related Intellectual Property Rights. No rights are granted to You hereunder other than as expressly set forth herein. We reserve the right to change the branding and grouping of Online-Services, Adapters and Content from time to time without materially degrading the performance of the Online-Services, Adapters and Content.

8.2.	Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Purchase Orders and this SPSA.

8.3.	License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your Data using an Online-Service and/or Adapter or for use by You with the Purchased Online-Services and/or Adapters, as reasonably necessary for Us to provide the Online-Services, Adapters and Professional Services in accordance with this SPSA. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this SPSA in or to any of Your Data.

8.4.	Your Intellectual Property.  You do not grant to Us any rights in or to Your intellectual property except such licenses as granted herein or as may be required for Us to perform Our obligations hereunder.

8.5.	License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ Online-Services, Adapters, Content and Professional Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ Online-Services, Adapters or Professional Services.

8.6.	Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information, as defined in Section 9 below.

8.7.	License for Contract Property. Upon Your payment of all PS-Fees due under an applicable SOW, We grant You a worldwide, limited, non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable), solely for Your internal business purposes associated solely with Your use of Our Online-Services, anything developed by Us for You under this SPSA (“Contract Property”). Each Party hereto each retains all right, title and interest in its respective Intellectual Property Rights and We specifically retain all ownership rights in the Contract Property. 

9.	CONFIDENTIALITY

9.1.	Definition of Confidential Information. “Confidential Information” means all confidential or proprietary information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, and whether or not designated as “confidential” or, which given the nature or circumstances of the disclosure, reasonably should be considered confidential. Your Confidential Information includes Your Data; Our Confidential Information includes the Online-Services, Content, Interfaces, Modifications and APIs and their respective configurations, mapping and wiring; and Confidential Information of each party includes the terms and conditions of this SPSA and all Purchase Orders and SOWs (including pricing), as well as business and marketing plans, technology and technical information, product plans, business processes, disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

9.2.	The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this SPSA and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this SPSA and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this SPSA or any Purchase Order to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this SPSA and any applicable Purchase Order and SOW to a subcontractor or Non-BDMX Application Provider to the extent necessary to perform Our obligations to You under this SPSA, under terms of confidentiality materially as protective as set forth herein.

9.3.	Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

10.	OTHER DECLARATIONS

10.1.	We may, in our sole discretion, make any changes to the Online-Services, Adapters or Content that We deem necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Online-Services, Adapters or Content, (ii) the competitive strength of or market for Online-Services, Adapters or Content or (iii) the cost efficiency or performance of Online-Services, Adapters or Content; or (b) to comply with any applicable law or regulation.

10.2.	We may suspend or terminate any User’s access to the Online-Services, Adapters and Content upon notice to You if We reasonably believe the User has violated this SPSA or its Exhibit(s). Following such a suspension or termination of a User’s access, the Parties shall reasonably cooperate with each other in reviewing compliance and We will reinstate such User if we determine, in our sole discretion, that the User has complied with this SPSA.

10.3.	You are solely responsible for acquiring and maintaining any telecommunications and Internet service required to access and use the Online-Services, Adapters and Content, including any and all costs, fees, expenses, and taxes of any kind related to the foregoing.

10.4.	We do not, and shall not have any responsibility to, monitor or police communications or data transmitted through the Online-Services or Adapters by You or Users, including Your Data or any communications or data transmitted by You, Users or any of Your third party business partners or suppliers through the Online-Services; and We shall not be responsible for the content of any such communication or transmission of Your Data; and We shall have no liability of any kind with respect to any materials or information (including Your Data) that You or any User inputs into or transmits, publishes, or distributes through the Online-Services.

10.5.	We may collect and use technical and related information, including about Your computer systems, software, and peripherals to facilitate the development and delivery of Online-Services, updates, product support and other services to You (if any) related to the Online-Services, Adapters and Content. We may use this information, as long as it is in a form that does not personally identify You or Users or Your business partners or customers, to improve Our technology or to provide services or technologies to You. You further consent to Our collection, analysis, display, benchmarking, and reporting of data and analytics related to Your use of the Online-Services including third party products and Content. We may use this information to improve Our technology and/or the Online-Services and Content as long as the information is in a form that does not personally identify You, or Users or Your business partners or customers. You grant Us a perpetual, transferable, non-exclusive, royalty-free and worldwide license to use the foregoing data to create and use derivative and/or aggregate data sets for the purpose of developing performance or quality metrics and/or new products or services. Such data sets shall not be identifiable as associated with You, or Users or Your business partners or customers and shall not disclose Your Confidential Information.
 
10.6.	Access and Security. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Online-Services and Adapters; and (b) control the content and use of Your Data, including the uploading or other provision of Your Data for processing by the Online-Services.

10.7.	Audit Rights. You agree that We have the right to examine Your premises, books and records as they relate solely to Your obligations under this SPSA, for the Your compliance with the restrictions and obligations in this SPSA. Such audits will (i) not occur more frequently than once per contract year; (ii) occur at a mutually agreed upon date and time; (iii) occur at Our expense; and (iv) occur in a manner so as not to unnecessarily disrupt the Your normal business process. If We reasonably determine that You have violated the restrictions and obligations of this SPSA, You shall promptly cease such violating use and reimburse Us for the reasonable costs of such audit.

10.8.	You agree that You and Users will not remove, delete, alter or obscure any trademarks, documentation, EULA, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Online-Services, Adapters, Content and any related document and copy thereof.

11.	REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

11.1.	Representations. Each party represents that it has validly entered into this SPSA and has the legal power to do so.

11.2.	Our Warranties for the provision of Online-Services. We warrant that during an applicable subscription term (a) this SPSA, the Purchase Orders and the PSDP Exhibit will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Online-Services and Adapters, (c) the Online-Services will perform materially in accordance with their applicable documentation, and (d) subject to the “Integration with Non-BDMX Applications” section above, We will not materially decrease the overall functionality of the Online-Services and Adapters. For any breach of this Online-Services related warranty, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

11.3.	Our Warranties for the provision of Professional Services. We warrant that the Professional Services purchased under an SOW hereunder will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty related to a specific SOW, Your exclusive remedy and Our entire liability will be the re-performance of the applicable Professional Services purchased under that SOW. If We are unable to re-perform the Professional Services as warranted, You will be entitled to recover the PS-Fees paid to Us for the deficient Professional Services purchased under the said SOW.  You must make any claim under this warranty to Us in writing within 90 days of performance of such Professional Services in order to receive warranty remedies.

11.4.	Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY CLOUD OR HOSTING PROVIDERS.

12.	MUTUAL INDEMNIFICATION

12.1.	Indemnification by Us. We will defend and indemnify You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Online-Service or Deliverable infringes or misappropriates such third party’s intellectual property rights (a “Infringement Claim”), and will indemnify You from any damages and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, an Infringement Claim, provided You (a) promptly give Us written notice of the Infringement Claim, (b) give Us sole control of the defense and settlement of the Infringement Claim (except that We may not settle any Infringement Claim unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an Infringement Claim related to an Online-Service, We may in Our discretion and at no cost to You (i) modify the Online-Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 10 above, (ii) obtain a license for Your continued use of that Online-Service in accordance with this SPSA, or (iii) terminate Your subscriptions for that Online-Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. These indemnification obligations do not apply to the extent an Infringement Claim arises from Content, Adapters or a Non-BDMX Application or Your use of the Online-Services in violation of this SPSA, documentation of the Online-Services or applicable Purchase Orders. In the case of Deliverables, We will have no liability for any such Infringement Claim to the extent that (i) it arises from specifications or designs provided by You for creating the Deliverables, or (ii) such claim is based on Your use of a superseded or altered version of the Deliverables if infringement or misappropriation would have been avoided by the use of unaltered version of the Deliverables that were provided by Us. In the event that some or all of the Deliverables are held or are reasonably believed by Us to infringe or misappropriate, We may at our discretion and at no cost to You (A) modify or replace the Deliverable so it is no longer claimed to infringe or misappropriate, (B) obtain a license for Your continued use of the Deliverable in accordance with the subject SOW, or (C) require return of the affected Deliverable and all rights thereto from You. If We exercise option (C), either party may terminate the relevant SOW upon 10 days’ written notice given within 30 days after Our exercise of such option, subject to the “Payment Upon Termination” section below.

Additionally, We will indemnify You against any claim, demand, suit or proceeding (“Injury Claim”) made or brought against You by a third party arising out of death, personal injury or damage to tangible property to the extent caused by Our personnel in their performance of the Professional Services, and will indemnify You for any damages finally awarded against You as a result of, or for amounts paid by You under a settlement approved in writing by Us of, any such Injury Claim, all of the foregoing to the extent caused by Our personnel, provided that You: (a) promptly give Us written notice of the Injury Claim; (b) give Us sole control of the defense and settlement of the Injury Claim (except that We may not settle any Injury Claim unless it unconditionally releases You of all liability); and (c) give Us all reasonable assistance, at Our cost. These indemnification obligations do not apply to the extent an Injury Claim arises from Your breach of this SPSA or applicable SOW.

12.2.	Indemnification by You. You will defend and indemnify Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property or privacy rights, or arising from Your use of the Online-Services, Adapters or Content in violation of the SPSA, their respective documentation, Purchase Order or SOW or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by  You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

12.3.	Exclusive Remedy. This Section 12 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 12.

13.	LIMITATION OF LIABILITY

13.1.	Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS SPSA EXCEED EITHER (A) IN THE CASE OF ONLINE-SERVICES, ADAPTERS AND CONTENT, THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE ONLINE-SERVICES, ADAPTERS AND CONTENT GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE; OR (B) IN THE CASE OF PROFESSIONAL SERVICES, THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE STATEMENT OF WORK OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. 

13.2.	Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS SPSA OR ANY PROFESSIONAL SERVICES IN AN SOW FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

14.	TERM AND TERMINATION

14.1.	Term of SPSA. This SPSA commences on the date You first accept it and will remain in effect until terminated in accordance with this section.

14.2.	Term of subscriptions purchased For Online-Services. The term of each subscription purchased under a Purchase Order shall be as specified in the applicable Purchase Order. Except as otherwise specified in a Purchase Order, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Purchase Order, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or Usage volume has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

14.3.	Term and termination of Professional Services. The term of Professional Services shall be as specified in the applicable SOW or a written amendment to the applicable SOW. Either party may terminate a SOW or its amendment at any time for convenience by giving a 10 days’ written notice to the other party unless an SOW states otherwise, in which case either party may terminate for convenience in accordance with the applicable provisions of the said SOW.

14.4.	Termination. A party may terminate this SPSA and/or any SOW or Purchase Order for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. To the extent there are SOWs or Purchase Orders in effect when a party terminates this SPSA, such SOWs or Purchase Orders shall continue to be governed by this SPSA as if it had not been terminated. 

14.5.	Purchase Orders related Refund or Payment upon Termination. If this SPSA is terminated by You in accordance with Section 14.4 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Purchase Orders after the effective date of termination. If this SPSA is terminated by Us in accordance with Section 14.4, You will pay any unpaid fees covering the remainder of the term of all Purchase Orders. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

14.6.	SOWs related Payment Upon Termination. Upon any termination of an SOW, You will pay, in accordance with Section 7 of this SPSA, any unpaid PS-Fees and expenses incurred on or before the termination date (such PS-Fees to be paid on a time-and-materials or percent-of-completion basis, as appropriate). In the event that You terminate an SOW for cause and You have pre-paid any PS-Fees for Professional Services not yet received, We will refund such pre-paid PS-Fees. In the event that We terminate an SOW for cause, any pre-paid PS-Fees for Professional Services charged on a fixed-fee basis are non-refundable, unless expressly stated otherwise in an SOW.

14.7.	Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this SPSA, We will make Your Data available to You for export or download as provided in the PSDP Exhibit. After such 30-day period, We will have no obligation to maintain or provide any of Your Data, and as provided in the PSDP Exhibit will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

14.8.	Surviving Provisions. Sections 3.6, 5, 7, 8, 9, 10, 11.4, 12, 13, 14.5, 14.6, 14.7, 14.8 and “General Provisions” will survive any termination or expiration of this SPSA.

15.	INSURANCE

Each party will maintain, at its own expense during the term of this SPSA, insurance appropriate to its obligations under this SPSA, including as applicable general commercial liability, errors and omissions, employer liability, automobile insurance, and worker’s compensation insurance as required by applicable law.

16.	GOVERNING LAW, JURISDICTION, ARBITRATION AND NOTICES

16.1.	Governing Law.  This SPSA and all matters arising out of or relating to this SPSA shall be governed by the laws of the State of New Jersey, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state courts located in Middlesex County, New Jersey, or federal courts located in Essex County, New Jersey.

16.2.	Arbitration of Disputes. 

16.2.1	Scope, governing rules. Any controversy or claim arising out of or relating to this SPSA, or the breach thereof, shall be determined exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”), including, if appropriate, the Procedures for Large, Complex Commercial Disputes.  
	
16.2.2	Authority of tribunal, judicial review. The arbitrator’s award shall be final and non-reviewable and non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction. Judgment on the award shall be final and non-appealable. 

16.2.3	Selection of tribunal. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules.

16.2.4	Consolidation, joinder. If one or more arbitration is commenced under this Agreement and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitrator selected in the first-filed proceeding shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that arbitrator. 

16.2.5	Seat of arbitration, languages. The seat or place of arbitration shall be Piscataway, New Jersey, United States. The arbitration shall be conducted and the award shall be rendered in the English language.

16.2.6	Confidentiality. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.

16.2.7	Remedies. The arbitrator shall have no authority to award punitive damages, consequential damages, or liquidated damages.  The arbitrator shall have no authority to award compensatory damages exceeding $1,000,000.

16.3.	Manner of Giving Notice. All notices related to this SPSA will be in writing and will be effective upon (a) personal delivery, or (b) the fourth business day after mailing through a courier (UPS or FedEx only). Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Online-Services system administrator or project manager designated by You. Notices to Us will be sent to: Attention of Kalyan Kodali, President, ValueMomentum Inc., at the address: 220 Old New Brunswick Road, Suite 100, Piscataway, NJ 08854.

16.4.	No Agency. For the avoidance of doubt, We are entering into this SPSA as principal and not as agent for any other company. Subject to any permitted Assignment under Section 16, the obligations owed by Us under this SPSA shall be owed to You solely by Us and the obligations owed by You under this SPSA shall be owed solely to Us.
  
17.	GENERAL PROVISIONS

17.1.	Export Compliance. The Online-Services, Adapters, Content, Deliverables and other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Online-Service or Content or Adapters or Deliverables in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
 
17.2.	Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this SPSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. 

17.3.	Entire SPSA and Order of Precedence. This SPSA is the entire agreement between You and Us regarding Your rights to and use of Online-Services, Adapters and Content and any related Professional Services purchased under a SOW hereunder and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this SPSA will be effective unless it is in writing, it clearly states that it is modifying or amending this SPSA and is signed by the party against whom the modification, amendment or waiver is to be asserted.  In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this SPSA and its Exhibits, (2) the applicable Purchase Order, and (3) the documentation related to Online-Services.

17.4.	Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this SPSA in its entirety (together with all Purchase Orders and SOWs), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this SPSA upon written notice. In the event of such a termination, We will refund to You (a) any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination and (b) any pre-paid PS-Fees for Professional Services not yet provided by Us to You. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph will be, at the non-assigning party’s election, termination of this SPSA upon written notice to the assigning party. Subject to the foregoing, this SPSA will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

17.5.	Relationship of the Parties. The parties are independent contractors. This SPSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

17.6.	No Third-Party Beneficiaries. There are no third-party beneficiaries under this SPSA.

17.7.	Compliance with Laws.  Each party will comply with all laws and governmental rules and regulations that apply to that party in performance of its obligations and exercise of its rights, under this SPSA.

17.8.	Subcontractors.  We may, in Our reasonable discretion, use subcontractors inside or outside the United States to perform any of Our obligations hereunder. We will be responsible for the performance of Online-Services and Professional Services by our personnel (including employees and contractors) and their compliance with Our obligations under this SPSA, except as otherwise specified herein.

17.9.	Waiver. No failure or delay by either party in exercising any right under this SPSA will constitute a waiver of that right.

17.10.	Publicity. Subject to both Parties’ review and written approval, either Party may issue a press release announcing the SPSA hereunder. VMI may use Your name and/or logo(s) in its customer lists, and its promotional or marketing materials, including VMI’s website. In addition, VMI shall have the right to produce, at its own expense, a case study detailing the usage by You of VMI’s products or services and, subject to Your prior review and written approval of the case study, to distribute such case study to third parties.

17.11.	Severability. If any provision of this SPSA is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this SPSA will remain in effect.




IN WITNESS WHEREOF, the Parties, through their duly authorized representatives, have executed this SPSA on the date set forth below.


	COMPANY NAME	VALUEMOMENTUM INC.,
Address		220 Old New Brunswick Road
Unit 100
Piscataway, NJ 08854
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