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On Demand Subscription

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UNANET ON DEMAND MASTER SUBSCRIPTION AGREEMENT

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS OR USING THE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF UNANET’S CLOUD SUBSCRIPTION SERVICE (THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”, “YOUR” OR “PERSON” SHALL REFER TO SUCH ENTITY (THE “CUSTOMER”). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.

TERMS OF USE:

This Subscription Agreement (the “Agreement”) is by and between you (“Customer”) and Unanet.

1. Services

Unanet provides a suite of web-based professional service automation applications.  Unanet agrees to provide Customer electronic access to the electronic applications (the “Service”) which will permit the processing, retrieval, data encryption, access, storage and transmission of data submitted by Customer (“Customer Data”) under the terms and conditions set forth in this Agreement.  Customer registration for, or use of, the Service shall be deemed to be Customer’s agreement to abide by this Agreement including any materials available on the Unanet website incorporated by reference herein, including but not limited to Unanet’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

The Service is offered in several license types; please see our website at https://www.Unanet.com for feature and functionality differences between the various products.  These license types, features, and functionality are subject to change from time to time.

Customers are the primary source for product enhancement ideas. Enhancement requests will be logged in the Unanet product database, and the analysis of the benefits, impact and efforts will determine the scheduled release that we would implement such an enhancement.  We encourage each Customer to submit enhancement requests to the following e-mail address: suggestions@oldunanet.local.   While enhancement requests are encouraged, Customers should not rely on the future availability of any additional features.

2. Privacy & Security Disclosure

Unanet’s privacy and security policies may be viewed at https://www.Unanet.com. Unanet reserves the right to modify its privacy and security policies at its reasonable discretion from time to time.  Note that because the Service is a hosted online application, Unanet occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If Customer becomes a paying customer of the Service, Customer agrees that Unanet can disclose the fact that Customer is a paying customer and the product version that Customer is using.

3. Subscription Rights & Restrictions

During the Term, Unanet will make available the Services to Customer, and Customer may use the Services, subject to the terms and conditions of this Agreement and the applicable Order Form(s).  The Services are being provided on a non-exclusive and non-transferable basis to Customer solely for Customer’s internal business purposes.  All rights not expressly granted to Customer are reserved by Unanet.

Customer may not use or access the Service if Customer is a direct competitor of Unanet, except with Unanet’s prior written consent. In addition, Customer may not use or access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) “mirror” any Content on any other server or wireless or Internet-based device or indirectly use or access the Service through interfaces, links or other tools to avoid fees; (iv) reverse engineer, decompile, or disassemble the Unanet Technology, (v) use “Import – Historical Time” after becoming operational except for any users marked with the Active checkbox in their People Profile (“Active Users”), or (vi) access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User subscriptions cannot be shared or used by more than one individual but may be reassigned from time to time to new individuals who are replacing former individuals who have terminated employment or otherwise changed job status or function and no longer use the Service.

Customer may use the Service only for Customer’s internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.  For purposes of the foregoing, Customer’s “internal business” shall include Customer’s affiliates and sub-contractors.

4. Customer Responsibilities

Customer is responsible for all activity occurring under Customer User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Customer shall: (i) notify Unanet immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Unanet immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer’s Users; and (iii) not impersonate another Unanet user or provide false identity information to gain access to or use the Service.

5. Account Information and Customer Data

Unanet does not own any data, information or material that Customer may submit to the Service, in the course of using the Service (“Customer Data”). Customer, not Unanet, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of all Customer Data, and Unanet shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of Customer’s uncured breach) or expires, Unanet will make available to Customer a file of the Customer Data in Unanet’s possession or control within 30 days of termination if Customer so requests at the time of termination. Unanet reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer non-payment. Upon termination or expiration, Customer’s right to access or use Customer Data immediately ceases, and Unanet shall have no obligation to maintain or forward any Customer Data other than as expressly provided above.

6. Intellectual Property Ownership

Unanet alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Unanet Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other similar information provided by Customer or any other party relating to the foregoing (collectively, “Feedback”). Customer hereby assigns all of its rights, title, and interest in and to the Feedback to Unanet and agrees to execute any further documents necessary to give effect to the intent of this Section.  This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service, the Content, the Unanet Technology or the Intellectual Property Rights owned by Unanet. The Unanet name, the Unanet logo, and the product names associated with the Service are trademarks of Unanet, and no right or license is granted to use them.

7. Technical Support

The purpose of Technical Support is to provide on call access during business hours Monday through Friday (8:30 a.m. through 7:30 p.m. ET) for the resolution of technical issues related to the operation of the Service.  The Subscription Agreement includes a defined number of hours of technical support calls/e-mails free of charge to be used within the then current Term under an Order Form.  Hours not used are non-refundable and non-transferrable.  The Technical Support Hours are detailed in the Order Form.  Supplemental Technical Support hours and Advanced Technical Services are offered as a purchase option.  Support for any external custom component (i.e., SLConnect, Refreshable Web Queries with Excel, PNIConnect, Validation Stores Procedures, Integration Management Utility, custom reporting, etc.) is available at an additional cost. Each technical support call/e-mail is assessed a 15 minute minimum.   The preferred method for initiating a request for technical support is via email.

Technical support is available to all Cloud customers excluding those customers having a terminated Cloud Subscription Agreement, having exceeded their allocated technical support hours, or are not in good financial standing with Unanet.

Contact information for Technical Support:

Email: support@oldunanet.local

Tel: (703) 689-9709

Fax: (703) 689-9450

8. Pricing and Payment Terms

(a) Term.  The Customer is responsible for paying for all User subscriptions ordered for the entire Term as detailed in Unanet Cloud Subscription Proposal Order Form, whether or not such User subscriptions are actively used.  Customer account activation will occur within 30 days of the executed Cloud Subscription Order Form.  Billing will commence at activation.

(b) Pricing.  Pricing will be based on per User per month subscription fees (the “Subscription Fees”) as well as related implementation, integration and training services and supplemental technical support as provided in the Unanet Cloud Subscription Proposal Order Form.  In addition to the foregoing charges, Customer is obligated to determine and pay any federal, state, local, and other taxes, fees and assessments (other than taxes on Unanet’s corporate net income) imposed in connection with this Agreement.  The initial charges will be equal to the current number of total User subscriptions requested times the User subscription fee currently in effect. All payment obligations are non-cancelable and all amounts paid are non-refundable.  Unanet reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail. All pricing terms are confidential, and Customer agrees not to disclose them to any third party.

(c) Additional Users.  Additional Users may be added to Customer’s subscription account at any time and are offered in 5 user increments.  An authorized Customer Administrator may add Users by executing an additional Unanet Cloud Subscription Proposal Order Form. Added Users will be subject to the following: (i) added Users will be coterminous with the then current Term (either Initial Term or renewal term); (ii) the Subscription Fee for the added Users will be the then current generally applicable User Subscription Fee; and (iii) users added in the middle of a billing month will be charged in full for that billing month.

(d) Invoicing and Payment Terms.  Unanet charges and collects in advance for use of the Service.  Customer must provide Unanet with a valid credit card as a condition to signing up for the Service.  Upon receipt of Customer’s executed Order Form Customer’s authorized and designated credit card will be assessed initial charges including; the first year of Subscription Fees, related implementation, integration and training services and supplemental technical support.  Thereafter Subscription Fees are assessed annually in advance of the annual term, due and payable on or before the annual term.  Credit card payments will be offset on or before the annual term. If a customer elects to have Subscription fees assessed quarterly, they will be charged a 2% fee on their Subscription fee.

9. Billing

Customer agrees to provide Unanet with complete and accurate billing and contact information. This information includes Customer legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Customer Administrator. Customer agrees to update this information within 30 days of any change. If the contact information Customer has provided is false or fraudulent, Unanet reserves the right to terminate Customer access to the Service in addition to any other legal remedies.

All Licensees will be billed in U.S. dollars.

If a Customer believes a bill is incorrect, Customer must contact Unanet in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10. Renewal

Unless terminated earlier as provided elsewhere in this Agreement, this Agreement will automatically renew upon the expiration of the then current Term for successive renewal terms equal in duration to the Initial Term at Unanet’s then current fees. The renewal charges will be equal to the then-current number of total User subscriptions times the list price user Subscription Fee in effect during the prior period, unless Unanet has given Customer at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for new or additional Services will be charged on an as-quoted basis.

11. Non-Payment and Suspension

In addition to any other rights granted to Unanet herein, Unanet reserves the right to suspend or terminate this Agreement and Customer access to the Service if Customer account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User subscriptions during any period of suspension. If Customer or Unanet initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer account computed in accordance with the Early Termination Charges section below. Customer agrees that Unanet may charge such unpaid fees to Customer’s credit card or otherwise bill Customer for such unpaid fees.

Unanet reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter requests access to the Service. Customer agrees and acknowledges that Unanet has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Customer account is 30 days or more delinquent.

12. Voluntary Termination or Reduction of Number of User Subscriptions

Effective at any time during the Term, this Agreement may be terminated by Customer for any reason upon sixty (60) days’ prior written notice.  Should Customer terminate this Agreement before the completion of the Term, or reduce the number of User subscriptions that they have committed to in their current Term, for any reason other than the uncured material breach of this Agreement by Unanet, Customer shall be responsible for the payments specified in Section 13.

13. Early Termination Charges

The rates set forth in this Agreement are based on Customer’s commitment to purchase and pay for the Services for the entire Term.  Customer understands and agrees that it is impossible to calculate Unanet’s loss if the Agreement is terminated or modified by a reduction in User subscription count prior to the end of the Term.  Therefore, to compensate Unanet for such a loss, Customer — in the case of voluntary termination pursuant to Section 12 shall pay an early termination charge.  The early termination charge shall equal the sum of monthly Subscription Fees for three (3) months on the current Term.  The early termination charge shall be charged to Customer’s designated credit card or ACH Bank Account.

14. Termination upon Expiration or Reduction in Number of User Subscriptions

This Agreement commences on the Effective Date.  The Initial Term will be as mutually agreed upon in the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Unanet’s then current fees. Either party may terminate this Agreement or reduce the number of User subscriptions, effective only upon the expiration of the then current Term, by notifying the other party in writing at least thirty (30) business days prior to the expiration date of the then current Term. In the event this Agreement is terminated (other than by reason of Customer’s breach), Unanet will make available to Customer a file of the Customer Data within 30 days of termination if Customer so requests at the time of termination.  Customer agrees and acknowledges that Unanet has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

15. Termination for Cause

Any breach of Customer payment obligations or unauthorized use of the Unanet Technology, Content, or Service will be deemed a material breach of this Agreement. Unanet, in its sole discretion, may terminate or suspend Customer password, account or use of the Service if Customer breaches or otherwise fail to comply with this Agreement. Customer agrees and acknowledges that Unanet has no obligation to retain the Customer Data, and may delete such Customer Data, if a Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

16. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Unanet represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Unanet help documentation under normal use and circumstances (“Unanet Performance Warranty”). Customer represents and warrants that said Customer has not falsely identified itself nor provided any false information to gain access to the Service and that Customer billing information is correct.  Customer’s sole and exclusive remedy and Unanet’s sole and exclusive obligation for any failure of the Unanet Performance Warranty is (a) for Unanet to use commercially reasonable efforts to  correct, repair, or replace the Services or provide a work-around after notice of the Unanet Performance Warranty breach, or (b) if such breach is material and Unanet can not or will not correct, repair or replace such Services or provide a work-around after a reasonable cure period of up to thirty (30) days, terminate and refund pre-paid fees for the specific Services adversely impacted by such breach and terminated.  The maximum amount due to Customer is one quarter of pre-paid fees.

17. Confidentiality

Customer acknowledges and agrees that the Unanet Technology, Content, Service are a valuable and unique asset of Unanet and contains Confidential Information and trade secrets of Unanet.  Confidential Information shall mean the Unanet Technology, Service, related documentation and pricing provided by Unanet to Customer.  Confidential Information shall at all times remain the sole and exclusive property of Unanet.

18. Mutual Indemnification

Customer shall indemnify and hold Unanet, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties; or (iii) a claim arising from the breach by Customer or Customer’s Users of this Agreement, provided in any such case that Unanet (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally releases Unanet of all liability and such settlement does not affect Unanet’s business or Service); (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim.

Unanet shall indemnify and hold Customer and Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: a claim by a third party alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that Customer (a) promptly give written notice of the claim to Unanet; (b) give Unanet sole control of the defense and settlement of the claim (provided that Unanet may not settle or defend any claim unless it unconditionally releases Customer of all liability); (c) provide to Unanet all available information and assistance; and (d) have not compromised or settled such claim. Unanet shall have no indemnification obligation, and Customer shall indemnify Unanet pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer Data or Customer products, service, hardware or business process(s).

19. Disclaimer of Warranties

UNANET MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. UNANET DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS OTHERWISE PROVIDED IN SECTION 16, THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY UNANET.

20. Internet Delays

UNANET’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. UNANET IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

21. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING COST OF COVER, LOSS OF DATA, REVENUE, PROFITS, OR THIRD PARTY DISCOUNTS, INTEREST PAYABLE TO THIRD PARTIES, OR OTHER SIMILAR ECONOMIC LOSS OR ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY WITH RESPECT TO CUSTOMER’S INDEMNIFICATION OBLIGATIONS, A BREACH OF CONFIDENTIALITY OBLIGATIONS, OR THE INFRINGEMENT OR MISAPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY BY THE OTHER PARTY.

22. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Customer.

23. Local Laws and Export Control

Unanet makes no representation that the Service is appropriate or available for use in locations outside the United States of America. If Customer uses the Service from outside the United States of America, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government.

24. Notice

Unanet may give notice by means of a general notice on the Service, electronic mail to Customer e-mail address on record in Unanet’s account information, or by written communication sent by first class mail or pre-paid post to Customer address on record in Unanet’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Customer may give notice to Unanet (such notice shall be deemed given when received by Unanet) at any time by any of the following: letter sent by confirmed facsimile to Unanet at the following fax numbers 703-439-2460; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Unanet at the following address: Unanet, Inc., 22970 Indian Creek Drive, Suite 200, Sterling, VA 20166, addressed to the attention of: Chief Financial Officer.

25. Modification to Terms

Unanet reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Customer consent to such changes.

26. Assignment; Change in Control

This Agreement may not be assigned by Customer without the prior written approval of Unanet but may be assigned without Customer consent by Unanet to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Customer that results or would result in a direct competitor of Unanet directly or indirectly owning or controlling 50% or more of Customer shall entitle Unanet to terminate this Agreement for cause immediately upon written notice.

27. General

This Agreement shall be governed by laws of UnitedState of America and the Commonwealth of Virginia without regard to conflicts of laws provisions thereof.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Unanet as a result of this agreement or use of the Service. The failure of Unanet to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Unanet in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Customer and Unanet and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

28. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

“Agreement” means this online subscription agreement, terms of use, any Order Forms, and any materials available on the Unanet website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Unanet from time to time in its sole discretion;

“Content” means the audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service;

“Customer Administrator(s)” means those Users designated by Customer who are authorized to purchase subscriptions by executing written Order Forms and to create User accounts and otherwise administer Customer use of the Service;

“Customer Data” means any data, information or material provided or submitted by Customer to the Service in the course of using the Service;

“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date Customer begin using the Service;

“Initial Term” means the initial term, beginning on the start date and ending on the end date, specified on the applicable Order Form; if no Initial Term is specified in an Order Form, the Initial Terms begins on the date such Order Form is signed or the Services are first used, whichever is earlier, and ends two years thereafter;

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted in written form, specifying, among other things, the number of User subscriptions and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties; Each such Order Form is hereby incorporated into and becomes a part of this Agreement; In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail;

“Term” means the Initial Term and any renewal terms during which a specified number of Users are authorized to use the Service pursuant to the Order Form(s);

“Unanet” means collectively Unanet, Inc., a Virginia corporation, having its principal place of business at 22970 Indian Creek Drive, Suite 200, Sterling, VA 20166, USA;

“Unanet Technology” means all of Unanet’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) used to provide the Services;

“Service(s)” means the specific product of Unanet’s suite of web-based products or online services ordered by Customer and as further described in Order Forms and Unanet’s documentation, which may include time reporting, professional service automation, expense reporting, project management, billing, data analysis, general ledger, accounts payable, accounts receivable, cost pool calculations, and/or other services as developed, hosted, operated, and maintained by Unanet and accessible via designated web site or IP address, or ancillary online or offline products and services;

“User(s)” means Customer employees, representatives, consultants, contractors or agents who are authorized to use the Service for the benefit of Customer and have been supplied user identifications and passwords by Customer (or by Unanet at Customer request).

Questions or Additional Information:

If a Customer has questions regarding this Agreement or wishes to obtain additional information, please send an e-mail to support@Unanet.com.