ADT CYBERSECURITY GENERAL TERMS & CONDITIONS By issuing an order to DataSheild, LLC d/b/a ADT Cybersecurity (“ADT”) or any of its authorized resellers for, or using, any ADT products, services and/or solutions, including any patch, update, upgrade, enhancement or other modification thereof or documentation in respect thereof (collectively, the “Products”), the customer identified on the signature page hereof (“Customer”) agrees to be bound by and follow these ADT Cybersecurity General Terms and Conditions (“Terms and Conditions”), which shall govern the relationship between Customer and ADT in respect of all Products. 1. PRODUCTS; RIGHT TO USE a. Rights Granted. ADT hereby grants to Customer, subject to these Terms and Conditions, a non-exclusive, non-transferable right to access and use those Products specified in an order/quote/invoice identifying Customer as the purchaser that has been accepted in writing by ADT or ADT’s authorized reseller and for which payment of the applicable purchase price/fees have been paid to ADT and/or its authorized reseller (the “Purchased Products”). For purposes of these Terms and Conditions, an “Order” means the contract formed between Customer, as purchaser, and ADT and/or its reseller, as seller, for the purchase of Products, which is deemed to include these Terms and Conditions and the ordering details of the applicable order/quote/invoice accepted by ADT in a written instrument duly signed by ADT. Purchased Products may only be used for Customer’s own internal business operations and only in such quantities/number of users as specified in the applicable Order. The Purchased Products may only be used by Customer for the purpose for which they are made available to Customer in strict accordance with the deliverables and ADT Product documentation for such Products ("Documentation”). b. Ownership. ADT shall retain and own all right, title and interest and all Intellectual Property in and to the Products and nothing herein shall be construed to transfer or convey to the Customer any ownership, right, title or interest in or to the Products, including the Purchased Products, or any Intellectual Property or any license right with respect to same not expressly granted herein. As used herein, “Intellectual Property” shall include, without limitation, copyrights, trade secrets, service marks, trademarks (including the ADT Marks, as defined below), trade names, domain names, patents, know-how, formulations, data, technology, designs, inventions, improvements, discoveries, processes, models or sales, financial, contractual and marketing information and all other intellectual or industrial property and like rights, whether or not registered, and the applications and registrations thereof; c. Reservation of Rights. Customer acknowledges that in providing the Purchased Products, ADT may utilize (i) the Datashield or ADT name, the Datashield or ADT logo, the Datashield or ADT domain name, the product names associated with the Products and other trademarks (“ADT Marks”); and (ii) certain ADT and third party methodologies, information, documents, software and other works of authorship, technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, look-and-feel of the Products and other tangible or intangible technical material or information (collectively "ADT Technology"), and that the ADT Technology is the exclusive property of ADT and its licensors, contains valuable trade secrets and Confidential Information (as defined below) of ADT, and is covered by Intellectual Property rights owned or licensed by ADT. Other than as expressly set forth in these Terms and Conditions, no license or other rights in the ADT Technology, Intellectual Property, or the Products are granted to Customer, and all such rights are hereby expressly reserved. d. Restrictions. Customer shall not for itself, any Affiliate (as defined below) of Customer, or any third party: (i) distribute, publicly display, modify, or make derivative works based on, the ADT Technology or the Products; (ii) disassemble, reverse engineer, decipher, reconstruct, translate, discover, or decompile any source code of the Products or ADT Technology; (iii) sell, rent, license, assign, sublicense, transfer or make available the ADT Technology or the Products to any third parties; (iv) copy or reproduce the Products, ADT Technology or Documentation, except that Customer may make a reasonable number of copies of the Documentation for its internal use. Customer is responsible for (i) identifying and authenticating all end users of the Purchased Products (“Users”) authorized to use the Purchased Products; (ii) controlling access to the Purchased Products and for maintaining the confidentiality of usernames, passwords and other account information, and (iii) all activity that occurs under Customer and its Users’ usernames, passwords and accounts or resulting from Customer or its Users’ access to the Purchased Products. ADT is not responsible or liable for any harm caused by Users or any person using any login or account information of Customer or its Users. e. Modifications. ADT may make changes or updates to the Purchased Products and all other Products, including but not limited to technical configurations, features, security and infrastructure at any time, within or outside the Order Term (as defined below), to reflect changes in technology, usage patterns, availability of third party content and industry practices. Customer is required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, “Updates”) necessary for the proper function and security of the Purchased Products as and when released by ADT. ADT is not responsible for performance, security or other issues, and ADT expressly disclaims any and all warranties for any failures and other issues resulting from Customer’s failure to accept the application of any Updates that are required for the proper function, operation and security of the Purchased Products. 2. TERM & TERMINATION. a. Term. Use of the Purchased Products and the rights and license granted herein is valid for the term specified in the applicable Order (“Order Term”). The Order Term may be extended upon mutual written agreement of the parties. b. Termination for Cause. An Order and the use of the Purchased Products specified therein (i) may be terminated by either party for cause as expressly provided in these Terms and Conditions and (ii) may be terminated by either party if the other party breaches any material requirement or obligation hereunder, which breach is not cured within thirty (30) days following receipt of notice, and (iii) will terminate immediately without notice from ADT if Customer fails to comply with Section 1 or Section 6 of these Terms and Conditions. c. Effects of Termination; Survival. Upon termination of an Order, all rights and licenses granted hereunder in respect of the applicable Purchased Products shall cease, except as otherwise provided in these Terms and Conditions. If an Order and use of Purchased Products is terminated for any reason other than for cause by Customer as expressly provided in these Terms and Conditions, Customer shall be liable for all unpaid sums due under the applicable Order to the end of the Order Term. Upon termination of an Order, each party shall promptly return to the other, or destroy and certify in writing to the other that it has destroyed, the original and all copies, in whole or in part, in any form, all Confidential Information of the other party disclosed under the Order. Upon termination of an Order, the provisions of these Terms and Conditions (other than Customer’s right to use any Purchased Products and associated Documentation described in such Order) shall survive. 3. CONFIDENTIALITY. a. Confidential Information. “Confidential Information” means the terms of any Order and all confidential and proprietary information of ADT or Customer, including without limitation all business plans, product plans, financial information, software, designs, formulas, methods, know-how, processes, materials provided to Customer in the course of using the Products, and technical, business and financial data of any nature whatsoever (including, without limitation, any marketing, pricing and other information regarding the Products), which may be designated as being confidential or which, under the circumstances surround disclosure, ought to be treated as confidential. Confidential Information shall not include information that is (i) rightfully in the receiving party’s possession without obligation of confidentiality prior to receipt from the disclosing party; (ii) a matter of public knowledge through no fault of the receiving party; (iii) rightfully furnished to the receiving party by a third party without restriction on disclosure or use; or (iv) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Each party shall (i) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with an Order and use by the Customer of the Purchased Products, and (ii) use at least the same degree of care as such party employs with respect to its own Confidential Information of a like-kind nature, but in no case less than a commercially reasonable standard of care to maintain confidentially and to protect from disclosure to any third parties any Confidential Information disclosed by the other party. The obligation with respect to Confidential Information shall continue for a period from the date hereof until three (3) years following the termination date of all Orders for Customer’s use of any Products, provided, however, that Confidential Information that constitutes, contains or reveals, in whole or in part, ADT proprietary rights or trade secrets shall not be disclosed by Customer at any time. Notwithstanding the foregoing, a receiving party may disclose Confidential Information pursuant to a valid order of a court or authorized government agency provided that the receiving party has given the disclosing party prompt notice, to the extent legally permissible, so that the disclosing party will have an opportunity to defend, limit or protect against such disclosure. Upon expiration of each Order, the receiving party agrees to return or destroy any and all Confidential Information disclosed by the other party pursuant to that Order. b. References. ADT may identify Customer in sales and marketing materials as a customer unless and until Customer expressly objects in writing. c. Performance Tests. Customer may not disclose the results of any performance tests of a Product to any third party without ADT’s prior written approval. Notwithstanding the foregoing, (i) ADT may disclose Customer Confidential Information to an Affiliate (as defined below) or contractor (who is under an obligation of confidentiality) for the purpose of fulfilling ADT’s obligations or exercising ADT’s rights hereunder so long as ADT and its Affiliates comply with the confidentiality obligations above. “Affiliate” means a legal entity that is controlled by, controls, or is under common “control” of a related entity. “Control” means more than 50% of the voting power or ownership interests of the power to elect at least a majority of the directors, of such legal entity. 4. LIMITED WARRANTY. a. Limited Warranty and Remedies. During an Order Term, ADT shall provide the Purchased Products described in the applicable Order, which will conform in all material respects to the Order and the Documentation for the Purchased Products. Customer must notify ADT of any breach of its limited warranty within ten (10) days after the date on which such breach first occurs. This limited warranty does not apply (i) in the event of any alteration of the Purchased Products or any use thereof other than as permitted hereby or in accordance with the applicable Documentation, (ii) to any information or data, including but not limited to threat intelligence data and links, provided by third parties and included in the Purchased Products, which are included as-is or (iii) to any software used in connection with the Purchased Products. CUSTOMER’S EXCLUSIVE REMEDY FOR ANY BREACH OF THE LIMITED WARRANTY PROVIDED IN THIS SECTION, AND ADT’S SOLE LIABILITY, SHALL BE THE CORRECTION OF THE DEFICIENT PRODUCT THAT CAUSED THE BREACH OF WARRANTY, WITHOUT CHARGE, OR IF ADT IS UNABLE TO CORRECT THE DEFICIENCY IN THE PURCHASED PRODUCT IN A COMMERCIALLY REASONABLE MANNER, ADT WILL REFUND ALL FEES RECEIVED BY ADT FOR THE PURCHASED PRODUCT PURSUANT TO THE ORDER PRO RATED FOR THE REMAINING ORDER TERM. b. Disclaimer and Exclusions. EXCEPT AS EXPRESSLY STATED IN SECTION 4(a) ABOVE, ADT (INCLUDING ITS AFFILIATES, SUPPLIERS, RESELLERS, SUBCONTRACTORS, EMPLOYEES AND AGENTS) PROVIDES PRODUCTS “AS IS” AND MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ERROR FREE OPERATION OR NON-INTRUSION DUE TO HACKING OR OTHER SIMILAR MEANS OF UNAUTHORIZED ACCESS, ANY WARRANTY RELATING TO THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. ADT DOES NOT GUARANTY THAT (I) THE PRODUCTS WILL OPERATE ERROR-FREE OR UNITERRUPTED OR THAT ADT WILL CORRECT ALL ERRORS, (II) THE PRODUCTS WILL OPERATE IN COMBINATION WITH CUSTOMER’S CONTENT, APPLICATIONS, HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY ADT, (III) THE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT ADT DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES AND THAT ADT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ADT IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PRODUCTS THAT ARISE FROM CUSTOMER’S CONTENT, CUSTOMER’S OPERATING ENVIRONMENT, CUSTOMER’S APPLICATIONS OR THIRD-PARTY CONTENT. NOTHING HEREIN IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION OR WARRANTY BY ADT TO ANY THIRD PARTY, (INCLUDING END USERS), DIRECTLY OR AS A THIRD-PARTY BENEFICIARY, WITH RESPECT TO THE PURCHASED PRODUCTS. c. Limitation on Direct Damages. ADT’S TOTAL AGGREGATE LIABILITY (INCLUDING THE LIABILITY OF ANY AFFILIATE, SUPPLIER, SUBCONTRACTOR, EMPLOYEE OR AGENT OF ADT), AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCTS, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY ADT IN AN AMOUNT NOT TO EXCEED THE FEES PAID BY CUSTOMER IN RESPECT OF SUCH PRODUCTS FROM WHICH SUCH CLAIM ARISES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM HEREUNDER. d. No Indirect Damages. NEITHER CUSTOMER NOR ADT (INCLUDING THEIR RESPECTIVE SUPPLIERS, SUBCONTRACTORS, EMPLOYEES AND AGENTS) SHALL (I) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, INCOME, SAVINGS, BUSINESS, BUSINESS OPORTUNITY, DATA, AND/OR USE), e. Limitation Period. Neither party may institute any action in any form arising out of an Order more than eighteen (18) months after the cause of action accrues, or in the case of nonpayment, more than two (2) years after the date of last payment. f. The foregoing limitations, exclusions and disclaimers shall apply, regardless of whether the claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise. Insofar as applicable law prohibits any limitation herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation permitted to the fullest extent possible under such law. The parties agree that the limitations on liabilities set forth herein are agreed allocations or risk constituting in part the consideration for ADT’s provision of Products, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy and even if a party has been advised of the possibility of such liabilities. 5. INDEMNIFICATION. a. ADT shall (i) defend, indemnify and hold Customer and its officers, directors, employees and agents harmless from and against all claims and causes of action arising out of a third-party claim that any Purchased Products and the related materials (excluding third-party products) infringe an enforceable United States or Canadian patent or copyright, and (ii) pay the resulting costs and damages finally awarded against Customer in respect of any such infringement by a court of competent jurisdiction or the amounts stated in a written settlement signed by ADT. b. Customer shall (i) defend ADT by counsel selected by Customer against any third-party claim that the materials provided by Customer or its agents for use by ADT in connection with the Purchased Products infringe an enforceable United States or Canadian patent or copyright, that Customer data infringes or misappropriates any enforceable intellectual property right or violates Customer’s privacy policies or applicable laws or regulations, and (ii) pay the resulting costs and damages finally awarded against ADT in respect of any such third party claim by a court of competent jurisdiction or the amounts stated in a written settlement signed by Customer. c. The foregoing obligations are subject to the following: the indemnitee (a) notifies the indemnitor promptly in writing of such claim, (b) grants the indemnitor sole control over the defense and settlement thereof, (c) reasonably cooperates in response to an indemnitor request for assistance, and (d) is not in material breach of the Terms and Conditions. Should such a claim be made, or in the indemnitor’s opinion be likely to be made, the indemnitor may, at its option and expense, (1) procure for the indemnitee the right to make continued use thereof, (2) replace or modify such so that it becomes non-infringing, (3) request return of the subject material, and/or (4) discontinue the use of the Purchase Products and the applicable Order and refund the portion of any pre-paid fees for the unused Order Term. The indemnitor shall have no liability under this Section 5 to the extent that the alleged infringement arises out of or relates to: (A) the use or combination of the subject Products and/or materials with third-party products or services, (B) use for a purpose or in a manner for which the subject Products and/or materials were not designed, (C) any modification to the subject Products and/or materials made by anyone other than the indemnitor or its authorized representatives, (D) any modifications to the subject Products and/or materials made by the indemnitor pursuant to the indemnitee’s specific instructions, or (E) any technology owned or licensed by the indemnitee from third parties. d. THIS SECTION STATES THE INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY AND THE INDEMNITOR’S ENTIRE LIABILITY FOR THIRD-PARTY CLAIMS. 6. GOVERNMENT REGULATIONS. The Products and other deliverables provided by ADT and/or its agents in connection therewith may be subject to governmental restrictions on (i) exports from the U.S.; (ii) exports from other countries in which such Products and deliverables may be provided or located; (iii) disclosures of technology to foreign persons; (iv) exports from abroad of derivative products thereof; and (v) the importation and/or use of such technology included therein outside of the United States (collectively, "Export Laws"). Diversion contrary to Export Laws is expressly prohibited. Customer shall, at its sole expense, comply with all Export Laws. Customer represents that it is not a Restricted Person, which shall be deemed to include any person or entity: (1) located in or a national of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other countries that may, from time to time, become subject to U.S. export controls for anti-terrorism reasons or with which U.S. persons are generally prohibited from engaging in financial transactions; or (2) on any restricted person or entity list maintained by any U.S. governmental agency. Certain information, products or technology may be subject to the International Traffic in Arms Regulations (“ITAR”). This information, products or technology shall only be exported, transferred or released to foreign nationals inside or outside the United States in compliance with ITAR at Customer’s sole cost and expense. 7. NOTICES. Any notices between the parties and required in connection with any Order shall be in writing, and shall be deemed received when delivered (i) in person; (ii) by overnight courier, upon written confirmation of receipt; (iii) by certified or registered mail, with proof of delivery; (iv) by facsimile transmission with confirmation of receipt; or (v) by email, with confirmation of receipt. Notices shall be sent to the address, facsimile number or email address specified on the signature page hereof or as subsequently provided to the other party in writing. 8. INDEPENDENT CONTRACTORS. The parties shall act as independent contractors for all purposes in connection with any Order and these Terms and Conditions. Nothing contained herein shall be construed as creating an employment relationship, agency, partnership, or joint venture between the parties for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither party will have authority to speak or act for, represent or obligate the other party in any way without the prior written approval of the other party. Nothing in these Terms and Conditions or any Order shall be construed to prevent ADT from contracting with or providing Products for other persons, companies, or entities, including those that compete with Customer, on any terms ADT deems appropriate. 9. NON-SOLICITATION; NO HIRE. During the term of any Order and for a period of one year after termination thereof, Customer agrees that it and its affiliates, officers, directors, employees, agents and assigns shall not, directly or indirectly, solicit, discuss employment or consultancy with, or hire any employee or consultant of ADT or any of its affiliates. 10. RETURN OF ADT-OWNED EQUIPMENT Upon termination of any Order, all equipment provided by ADT in connection with the Order that was not purchased and paid for in full by Customer shall be returned to ADT and/or its authorized reseller promptly (but no later than 10 calendar days after termination) at Customer’s sole cost and expense. If ADT or its authorized reseller does not receive any ADT-Owned Equipment within ten (10) calendar days after termination of the applicable Order, Customer shall be deemed to have purchased such ADT-Owned Equipment and be liable for the purchase price therefor at ADT’s standard list price, which purchase price shall be due and payable to ADT on the tenth calendar day after termination of the applicable Order. 11. MISCELLANEOUS. These Terms and Conditions, (i) shall constitute the complete understanding between ADT and Customer with respect to the Products and any matter related thereto and (ii) may be modified only by a writing signed by authorized representatives of both parties. Neither party shall be liable to the other because of a failure or delay in performing its obligations hereunder on account of any force majeure event, such as strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, or any other cause which is beyond the reasonable control of such party. ADT shall not be liable to Customer because of failure or delay in performing its obligations hereunder on account of Customer’s failure to provide timely access to facilities, space, power, documentation, networks, files, software, and Customer personnel that are reasonably necessary for ADT to perform its obligations. Customer may not assign its rights hereunder or any Order to a third party without ADT's prior written consent. These Terms and Conditions are governed by the laws of the State of Florida. The parties specifically agree to the venue and jurisdiction for any disputes in respect of these Terms and Conditions being exclusively in the federal and state courts situated in Palm Beach County, Florida. The parties agree that the terms and provisions of these Terms and Conditions shall be construed fairly as to all parties hereto and not in favor or against any party, regardless of which party was generally responsible for preparation. All terms of any purchase order or similar document provided by Customer, including but not limited to any pre-printed terms thereon and any terms that are inconsistent, add to, or conflict with these Terms and Conditions, shall be null and void and of no legal force or effect. No waiver shall be deemed a waiver of any prior or subsequent default hereunder. If any part of these Terms and Conditions, is held unenforceable, the validity of the remaining provisions shall not be affected. In case of any conflict between any quote/order/invoice and these Terms and Conditions, these Terms and Conditions shall prevail unless otherwise agreed in a written instrument duly signed by an authorized representative of ADT