Unified Compliance Responsibilities

Subscription Services. Subject to the terms and conditions of this Agreement, during the Term Unified Compliance will permit Customer to access and use the Subscription Services and grants to Customer a limited, nonexclusive, nontransferable, revocable, limited right to access and use the Subscription Services to support Customer’s internal business operations and solely in accordance with the terms and conditions of this Agreement and to use the Documentation in connection with Customer's exercise of such right.

Reports. Subject to the terms and conditions of this Agreement, Unified Compliance hereby grants to Customer a royalty free, fully paid-up, nonexclusive, non-transferable and perpetual license to continue to use any all reports, analyses, policies, compilations, data, studies and other materials which Customer generates or derives from the Subscription Services ("Reports") only to the extent such Reports are embodied or incorporated into in any internal policies or procedures adopted by Customer during the Term.

Orders; Usage Limits. Each Order will identify the number of Users permitted to access and use the Services, the applicable Subscription Fees, and the Initial Term of Customer’s subscription to the Subscription Services. Users will be permitted to use the Subscription Services in accordance with the applicable role descriptions for each user type as set forth in the Documentation. If Customer exceeds a contractual usage limit, Customer will enter into an Order for additional quantities of the Subscription Services promptly upon Network Frontier’s request and pay any invoice for excess usage in accordance with Section 7.

Support Services. Unified Compliance will use commercially reasonable efforts to provide e-mail and online Support Services to Customer to address questions with respect to the Subscription Services and other customary technical support issues. Support Services will only be provided to Administrative Users. Unified Compliance will further provide Customer, at no additional charge, with all updates or modifications to the Subscription Services that Unified Compliance typically provides free of charge to its other customers. Such updates or modifications typically will not include (a) significant improvements or enhancements to the Subscription Services, (b) new functionality, or (c) new versions of the Subscription Services.

Security. Unified Compliance has established, and will maintain during the Term, commercially reasonable administrative, physical and technical safeguards for the protection of the Customer Materials commensurate with industry standards for the respective Services provided hereunder. For more details on these safeguards please see https://cms.unifiedcompliance.com/safeguards

Unified Compliance Personnel. Unified Compliance is responsible for the performance of its employees and contractors and their compliance with Unified Compliance' obligations under this Agreement. Customer acknowledges that the Subscription Services (including the Customer Materials) are hosted and processed on a network owned and maintained by a third-party service provider.

Customer Responsibilities

Cooperation. Customer's cooperation is required in order for Unified Compliance to efficiently and effectively perform the Services. Unified Compliance will have no liability for any delays, deficiencies or failures that occur in the performance of Services as a result of (a) delays due to unanticipated Customer requests, complications with Customer's systems and equipment, (b) Customer's failure to cooperate (including the cooperation of third parties under Customer's control) or (c) Customer's breach of this Agreement.

Compliance with Law. Customer will be solely responsible for complying with all applicable laws, rules and regulations ("Applicable Laws") relating to its use of the Subscription Services.

Third Party Products and Services. Customer is responsible for obtaining and maintaining, at its sole cost and expense, any hardware, equipment, third party software and all Internet browsers and connections required to access or use the Subscription Services. Any such hardware, equipment or other third-party products and services required to operate and support the Subscription Services will be specified in the Documentation.

Responsibility for Other Parties. Customer will be liable for any action that it permits, assists or facilitates any of its Affiliates, officers, directors, employees, contractors, representatives, agents, Users, or other entity or organization (each, a "Customer Party") to take related to this Agreement or the use of the Subscription Services. Customer will ensure that all Customer Parties comply with Customer's obligations under this Agreement and that the Customer Parties only use the Subscription Services in compliance with Applicable Law.

Passwords. Customer is responsible for protecting and safeguarding any passwords, user IDs or other credentials and login information (collectively, "Passwords") that have been provided to Customer or that are generated in connection with Customer's use of the Subscription Services. Customer will not disclose or make available Passwords other than to Users and will use best efforts to prevent unauthorized access to, or use of, the Passwords or the Subscription Services. Customer is fully responsible for all activities that occur in connection with the Passwords. Customer will immediately notify Unified Compliance in writing of any unauthorized use of the Subscription Services that comes to Customer's attention.

Communications. We occasionally send informational and promotional emails. By signing up for an account, you agree to receive emails from us. You may unsubscribe at any time. Text messages are governed by the Text Messaging Program (SMS Terms) section of this Agreement.

Ownership Rights

Ownership by Unified Compliance. Unified Compliance owns and retains all right, title and interest in and to (a) the Services, Documentation, any Unified Compliance software, firmware or other technology utilized, created or reduced to practice in the provision of the Services, (b) all Reports, (c) the Unified Compliance Framework, (d) all copies, modifications and derivative works of any of the foregoing and (e) all Intellectual Property Rights therein (collectively, the "Unified Compliance Materials"). Customer acknowledges that (i) the Unified Compliance Materials are protected by patent, copyright and other intellectual property laws, (ii) the Unified Compliance Materials embody valuable confidential and secret information of Unified Compliance or its licensors, the development of which required the expenditure of considerable time and money and (iii) no right or interest in the Unified Compliance Materials is conveyed other than the limited licenses granted herein. Customer will not take or encourage any action during or after the Term that will in any way impair the rights of Unified Compliance in and to the Unified Compliance Materials, any proprietary software or technology of Unified Compliance or any of its Intellectual Property Rights in and to any of the foregoing.

Ownership by Customer. Customer owns and retains all right, title and interest in and to the Customer Materials and all Intellectual Property Rights therein.

Use of Customer Materials. Customer consents to Unified Compliance' use of and access to the Customer Materials to provide the Services to Customer in accordance with the terms and conditions of this Agreement. Unified Compliance may aggregate and anonymize Customer Materials to derive certain analytics (“Analytics”) and may use and disclose such Analytics (to third parties) in a manner that does not identify Customer, to perform analytic sampling, improve Unified Compliance' provision of the Services, or for any other reasonable purpose (including commercial purposes) determined by Unified Compliance in its discretion.

Unified Compliance Materials Restrictions. Customer will not: (a) alter, or permit the alteration of, the Unified Compliance Materials or any component thereof, (b) copy, or permit the copying of, the Unified Compliance Materials or any component thereof, (c) take any action that would foreseeably jeopardize Unified Compliance' or its licensors' Intellectual Property Rights in the Unified Compliance Materials, (d) seek to acquire any ownership interest in or to the Unified Compliance Materials or any component thereof, (e) attempt to derive source or object code from the Unified Compliance Materials or any component thereof, including by reverse engineering, decompiling or similar means or (f) license, sell, transfer, lease, or disclose the Unified Compliance Materials.

Acceptable Use. Customer may not use the Subscription Services, and will ensure that the Users do not use the Subscription Services to: (a) infringe on, violate, dilute or misappropriate the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) store or post defamatory, inflammatory, trade libelous, threatening or harassing data; (c) store or post obscene, pornographic or indecent content or data; (d) introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms or other malicious or harmful code; (e) interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Subscription Services; or (f) attempt to discover, access, read, alter, destroy or damage any programs, data or other information stored on or in connection with the Subscription Services by any other party. Customer may access the Subscription Services only through interfaces and protocols provided or authorized by Unified Compliance.

customer Shared materials

Customer Shared Materials License.

All Customer Shared Materials are made available to users of the Subscription Services pursuant to a Compatible License designated by the author of such materials.

If you choose to post and make available any Customer Shared Materials, you hereby grant to Unified Compliance a license to such Customer Shared Materials under a Compatible License specified by you at the time of sharing and the right for and Unified Compliance to further distribute such Customer Shared Materials to any other customer of Unified Compliance pursuant to such license.

If you choose to use any Customer Shared Materials shared by third parties, you must comply with all obligations and restrictions of any license applicable to such materials including, but not limited to, obligations of attribution, share-alike or license-back, and identification of adaptations as required by the applicable license. Use of third-party Customer Shared Materials may be subject to additional fees.

Customer Shared Materials Restrictions. You may not create, post, store, or share any Customer Shared Materials for which you do not have all the rights necessary to grant the license described in Section 4.1. You represent and warrant that your Customer Shared Materials, and the use of such Customer Shared Materials as permitted by this Agreement, will not violate any rights of any person or entity, including any rights of publicity or privacy, intellectual property rights (including any licenses in or to third party Customer Shared Materials), or other proprietary rights, or cause injury to any person or entity. You may not create, post, store, or share any Customer Shared Materials that: (a) are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent; (b) would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law; (c) contains any confidential, propriety, private, or personal information of a third party without such third party’s consent; (d) contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or (e) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Unified Compliance or others to any harm or liability of any type.

Customer Shared Materials Breaches. We do not undertake to review all Customer Shared Materials, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any Customer Shared Materials. Although we have no obligation to screen, edit, or monitor Customer Shared Materials, we may: (a) delete or remove Customer Shared Materials or refuse to post any Customer Shared Materials at any time and for any reason with or without notice, including, but not limited to, for any violations of applicable law or this Agreement; (b) terminate or suspend your access to all or part of the Services, temporarily or permanently, if your Customer Shared Materials are reasonably likely, in our sole determination, to violate applicable law or this Agreement; (c) take any action with respect to your Customer Shared Materials that is necessary or appropriate, in our sole discretion, to ensure compliance with applicable law and this Agreement, or to protect our rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and (d) as permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Customer Shared Materials on or through the Subscription Services.

Reporting Claims of Copyright Infringement. If you believe that any content on our Subscription Services infringe any copyright that you own or control, you may notify our designated agent (your notification, a “DMCA Notice”) as follows:

Designated Agent: Alexander Wong

Address: 10161 W Park Run Dr Ste 150, Las Vegas, NV 89145

Telephone Number: 202-380-8645

Email Address: awong@unifiedcompliance.com

Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Subscriptions Services is infringing, you may be liable to Unified Compliance for certain costs and damages.

Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our "DMCA Policy").

Enforcement. Network Frontier’s failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by this Agreement or that objectionable material will be promptly removed after it has been posted.

Authority Document Licensing Terms

Acceptance of Third-Party License Terms. If Unified Compliance Product incorporates, references, or provides access to content from third-party Authority Documents (each an “AD”), you acknowledge and agree that your use of such content is subject to the terms and conditions imposed by the respective AD owner (“AD License Terms”).

Binding Obligation. By accessing, using, or referencing any content derived from an AD within the Unified Compliance Product, you: (i) acknowledge that such content remains subject to the applicable AD License Terms; (ii) agree to comply with all restrictions, obligations, and requirements imposed by the AD License Terms; and (iii) accept full responsibility for ensuring compliance with such terms, whether you are a direct Unified Compliance customer or accessing Unified Compliance content through an OEM partner.

Click-Through or Other Acknowledgment Mechanism. Unified Compliance reserves the right to require explicit acceptance of AD License Terms through a click-through agreement, pop-up notification, or other acknowledgment mechanism before granting access to specific AD content.

OEM and Third-Party Access. If you access Unified Compliance content via an OEM partner or third-party platform, you acknowledge that the OEM or third-party provider is responsible for ensuring that all end users comply with the applicable AD License Terms. However, your use of Unified Compliance content remains subject to these obligations, regardless of how access is obtained.

Modifications to AD License Terms. AD License Terms may be updated from time to time by the respective AD owner. You agree that your continued use of Unified Compliance content incorporating ADs constitutes acceptance of any such.

Artificial Intelligence Usage

Prohibition on AI/ML Training and Retrieval Systems. Customer, its employees, agents, partners, customers and any affiliated entities are expressly prohibited from using, accessing, scraping, copying, extracting, or otherwise exploiting any part of the Unified Compliance Materials for the purposes of:

Developing, training, validating, fine-tuning, or otherwise improving any artificial intelligence system, machine learning model, large language model (LLM), generative AI, or any similar algorithmic or computational model ("AI Systems"); or

Creating, populating, maintaining, or querying vector databases, knowledge bases, embeddings, or any other structured or unstructured data repositories designed to enable AI Systems to retrieve, reference, access, or utilize the Unified Compliance Materials through retrieval-augmented generation (RAG), context-augmented generation (CAG), semantic search, or similar retrieval mechanisms ("AI Retrieval Systems").

Prohibition on Vectorization and Embedding. Customer shall not convert, transform, encode, or otherwise process the Unified Compliance Materials into vector embeddings, numerical representations, semantic encodings, or any other format designed to facilitate machine retrieval, similarity matching, or computational access by AI Systems or AI Retrieval Systems.

No Implied License. No right or license is granted, either expressly or by implication, to use the Unified Compliance Materials for the development, training, operation, or enhancement of AI Systems or AI Retrieval Systems. Any such use, whether for internal development, public release, or for the benefit of a third party, including but not limited to use as reference material, context, or source data for AI-generated outputs, is a material breach of this Agreement.

Prior Written Consent. The use of Unified Compliance Materials for any purpose related to the development, training, or operation of AI Systems or AI Retrieval Systems is permissible only with the prior, express, and written consent of Unified Compliance, which may be granted or withheld in Unified Compliance's sole discretion and which will require a separate, specific license agreement.

Payment Terms

General. Customer will pay Unified Compliance any applicable Subscription Fees set forth in the applicable Order. Such Subscription Fees will be paid by the method specified in the Order or during registration. Unless otherwise agreed by Unified Compliance and Customer in an Order, all fees due to Unified Compliance will be due and payable at the start of the Initial Term and any Renewal Term and, as applicable, at the time of purchase of any supplemental usage rights. All payments pursuant to this Agreement (a) are nonrefundable except as set forth in Section 9.2 of this Agreement, (b) will be made in U.S. Dollars, and (c) are exclusive of shipping, taxes, and duties, which will be paid solely by Customer (other than taxes based on Unified Compliance’ net income). All late payments will be assessed a service charge of 1.5% per month to the extent allowed by Applicable Law.

Payment Card Terms. If Customer pays Unified Compliance any fees via Payment Card, the terms of this Section 7.2 will apply. By providing Unified Compliance with Payment Card information (including account number, expiration date, card verification code, and billing address), Customer authorizes Unified Compliance to charge such Payment Card for all Subscription Fees that are due and payable hereunder. Unified Compliance will initiate periodic charges to Payment Card for all Subscription Fees incurred during the Term. Customer’s authorization of such recurring charges will remain effective for the duration of the Term, unless Customer notifies Unified Compliance in writing that Customer revokes such consent. Customer further authorizes Unified Compliance to receive updated Payment Card account information from the issuer of the Payment Card.

Disclaimer Of Warranties

. YOUR USE OF THE SERVICES, AND ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING ANY CUSTOMER SHARED MATERIALS) IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY UNIFIED COMPLIANCE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, AND ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING ANY CUSTOMER SHARED MATERIALS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICES, AND ALL COMPONENTS THEREOF, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM OR PRIOR ORAL OR WRITTEN STATEMENTS MADE BY UNIFIED COMPLIANCE, ITS REPRESENTATIVES, THIRD PARTIES OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND LOSS OF DATA ARE HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. UNIFIED COMPLIANCE DOES NOT WARRANT THAT THE SERVICES OR ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING ANY CUSTOMER SHARED MATERIALS) WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. UNIFIED COMPLIANCE MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES (INCLUDING THE UNIFIED COMPLIANCE NETWORK AND ANY CUSTOMER SHARED MATERIALS). ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF UNIFIED COMPLIANCE AND UNIFIED COMPLIANCE’ RESPECTIVE SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS, AS WELL AS THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Limitation Of Liability

Consequential Damages; Liability Limits. UNDER NO CIRCUMSTANCES WILL (A) UNIFIED COMPLIANCE, ITS REPRESENTATIVES, THIRD PARTIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON OR ARISING UNDER THIS AGREEMENT OR FROM CUSTOMER’S USE OF THE UNIFIED COMPLIANCE MATERIALS OR SUBSCRIPTION SERVICES (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL), REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT, AND (B) THE AGGREGATE LIABILITY THAT UNIFIED COMPLIANCE MAY INCUR FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO UNIFIED COMPLIANCE DURING THE 12 MONTHS PRIOR TO SUCH CLAIM (EXCEPT FOR CLAIMS RESULTING FROM BREACHES OF UNIFIED COMPLIANCE CONFIDENTIALITY OBLIGATIONS (WHICH ARE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 9.2)). THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Breach Of Confidentiality. FOR CLAIMS RESULTING FROM BREACHES OF UNIFIED COMPLIANCE’ CONFIDENTIALITY OBLIGATIONS, UNIFIED COMPLIANCE’ AGGREGATE LIABILITY UNDER THIS AGREEMENT RELATING TO ALL SUCH CLAIMS SHALL NOT EXCEED TWO-TIMES (2X) THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO UNIFIED COMPLIANCE DURING THE 12 MONTHS PRIOR TO SUCH CLAIM.

Use of the Services. The Services are intended for informational, educational and reference purposes only and do not constitute nor substitute for legal, accounting, regulatory or other professional advice. Customer may not and shall not rely on the Services for such advice. Customer is encouraged to seek the guidance of a licensed professional if such advice is required. Unified Compliance makes absolutely no claims, representations or warranties that the use of or reliance upon any Unified Compliance Materials will cause Customer or any of its Affiliates to achieve compliance with any laws, regulations or authority documents and hereby disclaims any and all such representations or warranties.

Indemnity

Mutual Indemnity. Each party will indemnify, defend and hold the other party and its officers, employees, agents and licensors harmless against any losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and court costs) (“Losses”) incurred by the other party resulting from third-party claims, actions or proceedings arising out of, based on or related to the indemnifying party’s gross negligence or willful misconduct in connection with the indemnifying party’s performance of its obligations under this Agreement.

Unified Compliance Indemnity. Unified Compliance will indemnify, defend and hold Customer harmless against any Losses incurred by Customer resulting from any third-party claim alleging that the Unified Compliance Materials or any component thereof infringes a U.S. patent, copyright, trademark or trade secret (“Infringement Claim”). If an Infringement Claim occurs, Unified Compliance will, at its sole option and expense, either (a) procure for Customer the right to continue using the allegedly infringing component of the Unified Compliance Materials, or (b) replace or modify such allegedly infringing component so that it becomes non-infringing, so long as functionality of the Subscription Services will not be materially adversely affected. If neither alternative is reasonably available, Customer may terminate this Agreement and Unified Compliance will provide Customer with a pro rata refund based upon the unused portion of any prepaid Subscription Fees for such allegedly infringing component on an equitable basis. Unified Compliance will not indemnify Customer or be liable for any Infringement Claim based on: (i) Customer’s failure to use any updates, modifications, corrections or enhancements to the Subscription Services made available by Unified Compliance, (ii) Customer’s breach of this Agreement, (iii) Customer’s use of the Subscription Services in combination with any software not owned, supported, developed, or approved by Unified Compliance, (iv) any direction, specification, information, or material provided by Customer or a Customer Party, including but not limited to the Customer Materials, or (v) Customer's settlement of an Infringement Claim without the prior written consent of Unified Compliance. The indemnity provided in this Section and the foregoing remedies constitute Unified Compliance’ sole liability and Customer’s exclusive remedy in the event of an Infringement Claim.

Customer Indemnity. Customer will indemnify, defend and hold Unified Compliance and its officers, employees, agents and licensors harmless against any Losses incurred by Unified Compliance resulting from third-party claims, actions or proceedings arising out of, based on or related to (a) Customer’s use of the Unified Compliance Materials in breach of this Agreement; (b) any claim that any Customer Materials or Customer Shared Materials made available by you infringe, misappropriate or otherwise violate the rights of any third party; or (c) Customer’s breach of Applicable Law.

Procedures. The indemnification obligations in this Section 10 are contingent on the party seeking indemnification: (a) giving the indemnifying party prompt written notice of any such claim (provided that the failure of an indemnified party to provide prompt notice will only relieve the indemnifying party of its indemnity obligations under this Section 10 to the extent the indemnifying party is materially prejudiced by such delay), (b) grants the indemnifying party sole control of the defense of such claim and any related settlement negotiations and (c) providing, at the indemnifying party's expense, reasonable cooperation in the defense of such claim and all related settlement negotiations. The indemnified party will have the right to participate in the defense and all related settlement negotiations with its own counsel, at its own expense. The indemnifying party will not, without the prior written consent of the indemnified party, agree to any settlement or acquiesce to any judgment that obligates the indemnified party to pay any amount subject to indemnification by the indemnifying party or causes the indemnified party to admit to any civil or criminal liability.

Confidentiality

Definition. "Confidential Information" means any data, information or materials (whether in oral, written, electronic or any other form) of a party (the "Disclosing Party") which is provided to or learned by the other party (the "Receiving Party") in connection with this Agreement that is either (a) marked as "confidential" or "proprietary" or with a similar designation or (b) of a nature that a reasonable person would consider such information to be confidential given the circumstances of its disclosure. Confidential Information includes data, information and materials relating to a party's business, finances, products, services, customers, personnel, business processes, infrastructure, software and hardware, networks, systems and any materials which the Disclosing Party obtained from a third party subject to an obligation of confidentiality.

Obligations of the Parties. The Receiving Party will at all times hold the Confidential Information of the Disclosing Party in strict confidence. Without limiting the generality of the foregoing, the Receiving Party will take reasonable measures, consistent with the measures it uses to maintain the confidentiality of its own information of similar importance (and in no event using less than a reasonable standard of care) to protect against unauthorized disclosure or use of the Confidential Information of the Disclosing Party. The Receiving Party will limit disclosure of Confidential Information of the Disclosing Party only to those of its personnel, agents and authorized representatives who (a) need to know such Confidential Information for the purpose of this Agreement, (b) have been advised of the Receiving Party's obligations under this Agreement and (c) are under nondisclosure obligations at least as protective of the Confidential Information as those set forth herein. The Receiving Party will be responsible for any breach of this Agreement committed by its personnel, agents or authorized representatives as if such breach were committed by the Receiving Party. The Receiving Party will copy and use the Confidential Information of the Disclosing Party solely to the extent reasonably necessary to exercise its rights and/or fulfill its obligations under this Agreement. The Receiving Party will not remove, delete or obscure any legend, trademark, logo, notice of copyright or other proprietary notice found on the Confidential Information.

Exclusions. This Agreement imposes no obligation upon the Receiving Party with respect to Confidential Information of the Disclosing Party which (a) was in the Receiving Party's possession on a non-confidential basis before receipt from the Disclosing Party, provided that the source of such information was not known by the Receiving Party to be bound by any confidentiality obligation to the Disclosing Party with respect to such information, (b) is or becomes generally available to the public other than as a result of a violation of this Agreement by the Receiving Party or wrongdoing by a third party, (c) is subsequently received by the Receiving Party from a third party on a non-confidential basis, provided that such third party was not known by the Receiving Party to be bound by any confidentiality obligation to the Disclosing Party with respect to such information or (d) is independently developed by the Receiving Party without the use of or reliance upon the Confidential Information of the Disclosing Party.

Compelled Disclosure. Notwithstanding anything in this Agreement to the contrary, the Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to Applicable Law, regulation, subpoena or order of a court or administrative or regulatory entity, provided, however, that, if legally permitted, the Receiving Party will give notice of such compelled disclosure to the Disclosing Party to allow the Disclosing Party to make a reasonable effort to obtain a protective order or other confidential treatment of such Confidential Information.

Ownership of Confidential Information. The Receiving Party acknowledges that, as between the parties, all right, title and interest to all Confidential Information is and will remain at all times with the Disclosing Party, and the Receiving Party will not acquire any rights to the Confidential Information of the Disclosing Party other than those expressly granted in this Agreement. For the avoidance of doubt, the Unified Compliance Materials are the Confidential Information of Unified Compliance. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by Customer to Unified Compliance with respect to the Services (collectively, "Feedback") will constitute Confidential Information of Unified Compliance. Unified Compliance will be free to use, disclose, reproduce, license and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.

Equitable Relief. If there is a breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party may suffer irreparable harm and have no adequate remedy at law, and accordingly the Disclosing Party will be entitled to seek injunctive and other equitable remedies against such breach in addition to all other remedies the Disclosing Party may have at law or in equity and the Receiving Party hereby waives any requirement for the posting of a bond or other security in connection with the granting to the Disclosing Party of such injunctive relief.

Termination

Term. The term of this Agreement will commence on the Effective Date and continue in effect as set forth on the initial Order (the “Initial Term”). Except as otherwise specified in the initial Order, the Agreement will automatically renew for additional periods equal to the expiring Initial Term or one year (whichever is shorter) (each a "Renewal Term," and collectively with the Initial Term, the "Term"), unless either party gives the other notice of non-renewal at least 15 days before the end of the relevant Initial Term or Renewal Term. The Subscription Fees for any automatic Renewal Term will be the same as that during the immediately prior Initial Term or Renewal Term, unless Unified Compliance provides Customer with written notice of a pricing increase at least 60 days prior to the end of the that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

Termination by Either Party. Either party may terminate this Agreement, in whole or in part, effective upon 30 days' written notice to the other party, if the other party commits a material breach of this Agreement, which breach is not cured within such 30-day period. Either party may terminate this Agreement effective immediately upon written notice to the other party if such party suffers a bankruptcy, insolvency, or similar event.

Suspension, Limitation or Termination. Unified Compliance may suspend, terminate or limit access to the Services at any time if (a) Unified Compliance determines that the Subscription Services are being used by Customer in violation of Applicable Law, (b) Unified Compliance determines that the Subscription Services are being used by Customer in an unauthorized or fraudulent manner (including any violation of Section 2 of this Agreement) or that Customer has submitted fraudulent or inaccurate information to Unified Compliance, (c) Unified Compliance determines that Customer's use of the Subscription Services adversely affects Unified Compliance' equipment or service to others, (d) Unified Compliance is prohibited by an order of a court or other governmental agency from providing the Services, (e) in the event of Customer’s non-payment of any Subscription Fees owed to Unified Compliance hereunder within 1 days of the date on which payment is due under Section 7 or (f) a security incident or other disaster that impacts the Services or the security of the Customer Materials. Unified Compliance will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer's use of the Services in accordance with this Section 12.3.

Effect of Termination. Upon termination or expiration of this Agreement, all licenses and other rights of use granted to Customer under this Agreement will immediately cease. Upon termination of this Agreement, Customer will immediately: (a) remove, deprovision, or otherwise make not useable all Unified Compliance Materials or any component thereof provided through the API to external product(s); (b) cease all distribution of and access to Unified Compliance Materials; and (c) provide written notice attesting to Customer’s compliance with the foregoing. Termination of this Agreement will not relieve Customer of its obligation to pay to Unified Compliance amounts due and payable prior to the date of such termination. All provisions of this Agreement which by their nature are intended to survive termination will so survive.

Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware and the United States, as applicable, without regard to principles of conflicts of law. Each party irrevocably agrees that any legal action, suit, or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in state or federal court located in the State of Delaware. The parties further consent to the jurisdiction of any state court located within a district which encompasses assets of a party against which a judgment has been rendered solely for the enforcement of such judgment or award against the assets of such party. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and attorneys' fees.

Text Messaging Program (SMS Terms)

Program description: Unified Compliance text messages. By opting in, you agree to receive text messages from Unified Compliance at the number you provide. These SMS Terms apply to anyone who opts in to receive text messages from Unified Compliance, whether or not that person is a Customer, and “you” in this section means the person who opts in. For Customers, these SMS Terms supplement the rest of this Agreement.

Message types: Event messages are webinar and event reminders, personal join links, and replay notices. Marketing messages are webinar invitations, new content and resources, product updates, and special offers. You consent to each type separately, and you can use either, both, or neither.

Message frequency: Message frequency varies.

Message and data rates: Message and data rates may apply for messages sent to you from us and to us from you.

Opt-out: You can opt out at any time by replying STOP (or END, CANCEL, UNSUBSCRIBE, or QUIT) to any message. After you send STOP, we will confirm your unsubscribe by text.

Rejoin: If you opt out and want to rejoin, you can sign up again through any of our opt-in forms.

Help: Reply HELP for assistance, or contact us at info@unifiedcompliance.com.

Consent: Consent to receive text messages is not a condition of registering for an event or of any purchase.

Carriers: Carriers are not liable for delayed or undelivered messages.

Privacy: See our Privacy Policy at unifiedcompliance.com/legal for how we handle your mobile number.

Miscellaneous

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the other party's prior written consent, provided that either party may assign this Agreement without the other party’s consent in connection with the sale of all or substantially all of its assets or business related to this Agreement, or a sale or other transfer of a controlling interest of the assigning party or to any Affiliate of the assigning party, in each case whether by merger, change of control, operation of law, reorganization, consolidation, sale of securities, or other legal means. Notwithstanding anything to the contrary, in no event may Customer assign this Agreement to a competitor of Unified Compliance. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Any notice, report, approval or consent required or permitted pursuant to this Agreement must be in writing and will be deemed to have been effectively received: (a) immediately upon delivery or successful electronic mail transmission to the parties to be notified; (b) one day after deposit with a commercial overnight courier with tracking capabilities; or (c) five days after deposit with the United States Postal Service, by registered or certified mail, postage prepaid to the respective addresses of the parties set forth on the Order. The waiver by either party of a breach of this Agreement or any right pursuant to this Agreement will not constitute a waiver of any subsequent breach of this Agreement, nor will any failure or delay by either party to exercise any right under this Agreement operate as a waiver of any such right, unless such waiver is in writing and signed by the party granting such waiver. If any provision of this Agreement is be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Notwithstanding anything to the contrary in Section 11, Customer agrees to let Unified Compliance use Customer's name, logo, and other affiliated marks in Network Frontier's sales and marketing materials and its website. Customer may opt-out of these publicity rights by emailing info@unifiedcompliance.com. Section headings are for reference purposes only. Any modifications of this Agreement must be in writing signed by both Unified Compliance and Customer. If Customer provides Unified Compliance with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect unless Unified Compliance expressly agrees in writing to modify this Agreement. This Agreement constitutes the entire agreement between Unified Compliance and Customer with regard to the subject matter contained in this Agreement, and this Agreement supersedes any and all previously written or oral agreements between the parties regarding the same.

Definitions

"Administrative User" means an individual authorized by Customer with log-in rights to access and use the administrative features of the Subscription Services in accordance with the terms of this Agreement and the Documentation.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with either party, where “control” means the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or interests of such entity.

“Compatible License” means the Creative Commons Zero, Creative Commons Attribution-Share Alike, the Federated Data License, or any other license we approve for use with the Subscription Services.

"Customer Materials" means any text, multimedia, graphics, audio, video, data and other information provided by Customer to Unified Compliance for use with and display through the Subscription Services.

"Customer Shared Materials” means any text, multimedia, graphics, audio, video, data and other information made available by Customer or any other customer of Unified Compliance for purposes of sharing with Unified Compliance and further sharing with any other customer of Unified Compliance.

"Documentation" means any user manuals and any other instructional, technical or training materials that Unified Compliance provides to Customer in printed form or via a Unified Compliance website in connection with the Subscription Services, as may be updated by Unified Compliance from time to time.

"End User" means an individual authorized by Customer with log-in rights to access and use the non-administrative features of the Subscription Services in accordance with the terms of this Agreement and the Documentation.

"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.

"Order" means the form or process by which Customer acquires the Services in accordance with this Agreement (whether via an online form or other ordering document) that details the scope of the Services to be provided to Customer.

"Payment Card" means Customer’s credit or debit card branded by Visa, MasterCard, American Express or Discover.

"Services" means, collectively, (a) Customer's access to and use of the Subscription Services; and (b) Unified Compliance' provision of all related Support Services.

"Subscription Fees" means the fees payable for Customer's access to and use of the Subscription Services as set forth on an Order.

"Subscription Services" means Unified Compliance' proprietary, web-based software solution currently known as “Compliance Hub” and related software components which provides Customer with access to the Unified Compliance Framework as further described in the Documentation.

"Support Services" means implementation, support and maintenance services for the Subscription Services provided by Unified Compliance to Customer in accordance with the terms of this Agreement.

"Unified Compliance Framework" refers to Unified Compliance’ proprietary work known as the Unified Compliance Framework, together with any and all modifications, updates or enhancements thereto and derivative works thereof, including products of Unified Compliance with similar function regardless of any change in name or nomenclature.

"User" means an Administrative User or End User.