Cloud Agreement 2020

 UNANET CLOUD TERMS & CONDITIONS

BY SIGNING AN ORDER FORM WITH UNANET, INC. (“UNANET”), CUSTOMER AGREES TO SUBSCRIBE TO THE UNANET CLOUD SUBSCRIPTION SERVICES IDENTIFIED ON SUCH ORDER FORM (THE “SERVICES”) AND AGREES TO COMPLY WITH THESE UNANET CLOUD TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) GOVERNING THE SERVICES. THESE TERMS AND CONDITIONS ARE INCORPORATED INTO EACH ORDER FORM BETWEEN A CUSTOMER AND UNANET. THE ORDER FORM, ALL ATTACHMENTS THERETO, AND THESE TERMS AND CONDITIONS SHALL BE THE ENTIRE AGREEMENT BETWEEN THE PARTIES IN CONNECTION WITH THE SERVICES AND REFERRED TO AS THE “AGREEMENT.”

1. Services

• Unanet provides a suite of web-based professional service automation applications. Unanet agrees to provide Customer electronic access to the electronic applications identified on each Order Form between Customer and Unanet (the “Services”), 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 and solely for Customer’s internal business purposes and subject to any usage restrictions in the Order Form. Customer further agrees to only access the Services in accordance with the terms of this Agreement, and Unanet's privacy and security policies available on its website.
  
  
• Only authorized users may access or use the Services on behalf of Customer and Customer is responsible for the acts and omissions of its authorized users in connection with the Services as further set forth in Section 3 of these Terms and Conditions.

2. 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 including without limitation, 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

• 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 Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) "mirror" any Content on any other server or wireless or Internet- based device or indirectly use or access the Services through interfaces, links or other tools to avoid fees; (iv) reverse engineer, decompile, or disassemble the Services, (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 Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services. 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 Services or its related systems or For purposes of the foregoing, Customer's "internal business" shall include Customer's affiliates and sub-contractors.

3. Customer Responsibilities and Representations

• 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 Services, including those related to data privacy, international communications and the transmission of technical or personaldata, which may include without limitation the California Consumer Protection Act (CCPA) and the General Data Protection Regulation (GDPR).

• Customer represents and warrants to Unanet that it has and will maintain all rights, consents, and permissions necessary to collect and use Customer Data and transfer such Customer Data to Unanet and its third party service providers, as required to provide the Services and subject to the Unanet Privacy Policy, and to grant Unanet and its third party service providers the right to use such Customer Data as authorized herein within infringing any applicable law or third-party rights. Customer further represents and warrants to Unanet that it has all rights, consents, and approvals necessary and expressly authorizes Unanet to transfer Customer Data, as necessary to third party payment processing service providers for purposes of accessing and using the payment processing services, which may include Stripe services and Plaid services.

• 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

4. Customer Data and Security

• 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"). As between Customer and Unanet, Customer is the sole owner of all right, title, and interest in and to the Customer Data, subject to the rights granted in this Agreement. 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. Unanet will not access or use Customer Data except as required to perform the Services or as authorized under this Agreement or by Customer in writing. Notwithstanding the foregoing, Unanet may disclose Customer Data as required by applicable law or proper legal or governmental authority. Unanet will provide Customer with prompt notice of such legal or governmental request and reasonably cooperate with Customer in any effort to seek a protective order, solely at Customer’s expense.

• Customer grants Unanet the non-exclusive, worldwide, transferable right to use, copy, store, transmit, display, modify, and create derivative works of Customer Data, as necessary to provide the Services to Customer under the terms of this Agreement.

• Customer has and will retain sole responsibility for: (a) all Customer Data provided to Unanet; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including database management systems and networks, whether operated by Customer or a third party service (the “Customer Systems”); (d) the security and use of Customer’s or its Authorized Users’ access credentials; and (e) all use of the Services through Customer Systems.

• Customer may download its Customer Data from the Services at any time. In the event this Agreement is terminated or expires, and upon Customer’s written request to Unanet within sixty (60) days following termination or expiration of the Agreement, Unanet will make available, via secure file transfer to Customer, a file of the Customer Data in Unanet's possession or control in its standard format. The parties agree that if Customer requests any customized format or delivery mechanism, that such services may be subject to additional fees as mutually agreed upon in writing by the parties. After such 60-day period, Unanet may delete and/or destroy all copies of Customer Data unless otherwise required by applicable law.

• Customer grants Unanet a non-exclusive and irrevocable right and license to create de-identified and aggregated data (the “De-Identified Data”) and to use such De-Identified Data for any lawful business purpose, including in benchmarking and development of products and services.

• Unanet may employ certain data capture and analysis tools to create transactional data generated from the use and operation of the Services (“Analytics Data”). The parties agree that the Analytics Data does not include any identifiable Customer Data and is owned exclusively by Unanet for its sole benefit to use for any lawful business purpose. Unanet retains all rights, title, and interest in and to the Analytics Data.

• Unanet may grant Customer a non-exclusive, non-transferable, and limited right to access and use a testing “sandbox” environment solely for the purpose of training and testing integration capabilities and for no other purpose. Unanet does not retain any data that is used in the sandbox environment and is not responsible for any data uploaded into such environment. Unanet does not guarantee access or availability of the sandbox environment.

• Unanet will employ security measures in accordance with Unanet’s internal security policies and its Privacy Policy, as amended from time to time. Unanet shall implement the procedures required under its information security plan upon the occurrence of a data breach as defined in such plan, which includes prompt notification to Customer in the event of any unauthorized access of Customer Data. Customer may request a copy of Unanet’s information security plan via [privacy@unanet.com].

5. Intellectual Property Ownership

• Neither party grants any rights or license not expressly set forth in this Agreement. Customer retains all intellectual property rights in the Customer Data provided to Unanet.

• Except for Customer’s usage rights as set forth in this Agreement, Unanet retains all Intellectual Property Rights and 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 Services 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 necessarytogiveeffecttotheintentofthis

• This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, 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

6. Technical Support

• Unanet provides telephone and email technical support for its Customers in accordance with its standard policies. 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

7. Pricing and Payment Terms

• Term. The Customer is responsible for paying for all Users ordered during the Term as detailed in Unanet Order Form, whether or not such User subscriptions are actively Customer account activation and billing will occur upon execution of the Order Form.

• Pricing. Customer will pay the subscription fee based on the number of Users as set forth on the Order Form (the "Subscription Fees"), as well as any related implementation, integration and training services and supplemental technical support as provided in the Order Form. All Subscription Fees are non-cancelable, and all amounts paid are non-refundable.

• All Subscription Fees are exclusive of taxes. 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. If Customer is tax-exempt, it shall provide a certificate of tax-exempt status upon execution of the Order Form. Any taxes imposed on payments to Unanet under this Agreement are Customer’s sole responsibility and Customer shall indemnify Unanet for any tax assessments, along with applicable interest and penalties, upon demand by Unanet.

• Additional Users. Additional Users may be added to Customer's subscription account at any time. An authorized Customer Administrator may add Users by executing an additional Unanet Cloud Order 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 set forth in the Order Form; and (iii) users added in the middle of a billing month will be charged in full for that billing month.

• Invoicing and Payment Terms.  Unanet charges and collects in advance for use of the Services.  Unless otherwise set forth in the Order Form, Unanet will invoice following execution of an Order Form and invoices are due upon receipt. Following receipt of an invoice, if Customer has provided an authorized payment method (either credit card or ACH) to Unanet, then Customer hereby authorizes Unanet to automatically charge its designated payment method for the Subscription Fees in advance as set forth in this Agreement without any further authorization. Customer acknowledges that the foregoing registration will remain in effect until Customer cancels such authorization by providing written notice to Unanet. Based on the agreed to payment method, upon receipt of Customer's executed Order Form, Customer 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.  Annual charges will be offset on or before the annual term.

• 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 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.

• If a Customer believes a bill is incorrect, Customer must contact Unanet in writing within thirty (30) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

• 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 5% per month on any outstanding balance (not subject to a good faith dispute), 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. Customer agrees that Unanet may charge such unpaid fees to Customer's designated payment information (credit card or ACH) or otherwise bill Customer for such unpaid fees. Additionally, Unanet reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter requests access to the Service.

8. Subscription Term and Renewal

• The initial subscription term commences on the Effective Date in the Order Form and unless otherwise set forth in the Order Form, continues for a period of thirty-six (36) months (the “Initial Term”). Unless otherwise specified in the Order Form, the Term of this Agreement will continue to renew for subsequent twelve (12) month renewal terms (together with the Initial Term, the “Term” of this Agreement), subject to the pricing and price increase terms set forth in the Order Form, unless either party gives the other party notice of non-renewal at least thirty (30) days before the current Term ends.
  
  
• Unless otherwise specified in the Order Form, Unanet reserves the right to increase Subscription Fees on an annual basis after the Initial Term, by providing notice to Customer at least ninety (90) days prior to the end of the current annual period during the renewal term. All pricing terms are confidential, and Customer agrees not to disclose them to any third

9. Termination

• Voluntary Termination or Reduction of Number of User Subscriptions. Unless otherwise specified in the Order Form, either party may terminate this Agreement (and all Order Forms) for any reason by providing written notice sixty (60) days' prior to the end of the current Term, which termination shall be effective at the end of the current Term; provided that Customer is not entitled to and shall not receive a refund for the annual prepaid Subscription Fees in the event of termination under this section. Additionally, if Customer provides written notice of reduction in the number of committed Users, as provided in the Order Form, Customer shall not be entitled to a refund for any prepaid Subscription Fees for the then current annual period.

• Effect of Termination. Customer will pay all outstanding amounts due promptly upon termination and Customer Data shall be made available as set forth in Section 4(d) of this Agreement.

• Termination for Cause. Either party may terminate this Agreement upon written notice in the event the other party materially breaches this Agreement and has failed to cure such breach or to commence commercially reasonable efforts to cure such breach within thirty (30) days following notice from the non-breaching party. 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.

• Either party may terminate this Agreement, effective immediately upon written notice if the other party: (i) becomes insolvent; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy; or (iii) makes or seeks to make a general assignment for the benefit of creditors.

10. 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 Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with the online Unanet help documentation under normal use and circumstances ("Unanet Performance Warranty"). Customer's sole and exclusive remedy and Unanet's sole and exclusive obligation for any failure of the Unanet Performance Warranty is 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.

• 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 Customer further represents, warrants, and covenants to Unanet that it has and will have, during the Term of this Agreement, the necessary rights and consents to transfer, use and disclose Customer Data to Unanet under this Agreement and will comply with all applicable laws and regulations in every material respect.

• 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 10, 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'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.

11. 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.

• During this Agreement, each Party will have access to certain Confidential Information of the other Party. Each Party agrees: (a) not to disclose the Confidential Information of the other Party to anyone except its employees, contractors and advisors (“Representatives”) on a strict need to know basis and subject to a written duty of confidence, (b) to use the Confidential Information strictly for the performance or receipt of this Agreement and (c) to use commercially reasonable efforts to protect the confidentiality of the other Party's Confidential Information. This Section will not apply to Confidential Information that (i) is or becomes publicly available through no fault of the recipient, (ii) is already in the recipient’s possession at the time of its disclosure without any duty of confidence, or (iii) is independently developed by the recipient without reference to or use of the disclosing party’s Confidential Information and by personnel without access to such Confidential Information. Each Party may disclose Confidential Information to the extent required: (1) to comply with a court or governmental order, or to comply with applicable law or (3) to establish or preserve a Party’s rights under this Agreement. Each Party will be responsible for the acts and omissions of its Representatives related to any breach of this Section.

• Each party acknowledges and agrees that a breach of such party’s obligations under this Section 12 (Confidentiality) would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach, the other party will be entitled to seek equitable relief that may be available from any court, without any requirement to post a bond or security. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12. Mutual Indemnification

• Indemnification by Customer. 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) violation by Customer of Customer's representations and warranties; or (iii) 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

• Indemnification by Unanet. 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 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). Such indemnification obligations are limited solely to the extent such claim does not arise from any modification of the Services by Customer, either directly or indirectly, or access to the Services in combination with any hardware, system, software, network, or other materials not provided or authorized by Unanet, or access to the or use of the Services in violation of any applicable laws or regulations.

If the Services violate any third-party Intellectual Property Rights, Unanet may, at its sole cost and expense, obtain the right for Customer to continue to use the Services as contemplated by this Agreement, modify or replace the Services to make the Services non-infringing, or by written notice to Customer, terminate this Agreement and provide a pro-rata refund of any prepaid and unused Subscription Fees for the then-current annual term. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDY AND UNANET’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE OR VIOLATE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

13. Limitation of Liability

• IN NO EVENT SHALL UNANET’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 INDEMNIFICATION OBLIGATIONS, A BREACH OF CONFIDENTIALITY OBLIGATIONS, OR THE INFRINGEMENT OR MISAPROPRIATION OF A PARTY'S INTELLECTUAL PROPERTY BY THE OTHER

• 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.

14. Local Laws and Export Control

Unanet makes no representation that the Services are 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.

15. Notice

Unanet may give general notice on the Service via 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.

16. 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 by posting of an updated version of this Agreement on the Service. Unanet will post the modified Terms & Conditions at least thirty (30) days prior to the proposed effective date and the modified Terms & Conditions will be deemed accepted and become following such thirty (30) day review period unless Customer provides Unanet written notice of rejection. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after the effective date and silence during the foregoing review period shall constitute Customer consent and approval to the modified Terms & Conditions, which are incorporated into Customer’s Agreement with Unanet and replace the prior version of the Terms & Conditions in its entirety.

17. 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.

18. General

This Agreement shall be governed by laws of United State of America and 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 either party 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. If the Order Form conflicts with these Terms & Conditions, the Order Form will control solely to the extent of the conflict. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party. This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right.

19. Publicity

Customer agrees that Unanet may use Customer’s name and logo as required to perform the Services and for marketing purposes, including without limitation collateral, advertising, and website references.

20. Force Majeure.

Whenever performance of the Services is substantially prevented beyond Unanet’s reasonable control, including without limitation, acts of God, pandemics, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays, such performance shall be excused.

21. Definitions

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

"Agreement" means the Order Form signed between the parties, all attachments thereto, and these Cloud Terms & Conditions;

"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 effective date set forth in the Order Form;

"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 three 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;

"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.