VeriComply Vault SaaS Terms and Conditions

Definition: For purposes of the Master Service Agreement and these Terms and Conditions of Service, the following terms shall have the following meanings:

- "Authorized Users" means any end user who accesses the Customer Vault with the permission of CUSTOMER and who has agreed to be legally bound by the Terms and Conditions prior to accessing the Customer Vault.

- "Confidential Information" means all information that is not generally known to the public and in which a party has rights of any kind, including, but not limited to, the Vault, Apps, or other VERICOMPLY proprietary technology, Intellectual Property (as defined below), trade secrets, know-how, inventions (whether or not patentable), ideas, improvements, works of authorship, derivative works, modifications, product development plans, forecasts, strategies, names and expertise of employees and consultants, techniques, processes, algorithms, schematics, software programs, designs, together with all other business and technical information that a party discloses to the other party, and such other information as is deemed confidential by the disclosing party and identified as such at the time of disclosure, or which, under the circumstances surrounding the disclosure to the other party, ought reasonably to be treated as confidential. Information shall not be deemed "Confidential Information" for the purposes of this Agreement that (a) is already known to the non-disclosing party at the time of disclosure; (b) is or becomes publicly known through no wrongful act of the non-disclosing party, including by public announcement by the disclosing party; (c) is received from a third party without similar restrictions and without breach of this Agreement; (d) is independently developed by the non-disclosing party; or (e) is lawfully required to be disclosed by any governmental agency or otherwise required to be disclosed by law.

- "CUSTOMER Data" means records, documents, and data that CUSTOMER and its employees, attorneys, consultants and other authorized users upload into the Customer Vault, including but not limited to legal and financial documents, and data extracted from other databases.

- "Documentation" means and includes any related user manuals, functional specifications or other technical documentation that VERICOMPLY may provide to be included with the Vault Subscriptions.

- "Implementation" means the Services necessary to set up and configure the Vault and App(s) for the CUSTOMER.

- "Intellectual Property" means all worldwide intangible legal rights or interests evidenced by or embodied in (a) any idea, design, concept, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how; (b) any work of authorship, including any copyrights, moral rights or neighboring rights; (c) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; and (d) any other similar rights.

- "Marks" means trademarks, service marks, names, logos, insignias, trade dress and other proprietary trade designations protected by law.

- "Parties" means CUSTOMER and VERICOMPLY, collectively.

- "Professional Services" means all professional services provided by VERICOMPLY or by our authorized consultants to the CUSTOMER.

- "Service Domain" means the service delivery network under the direct control of VERICOMPLY, whether this involves VERICOMPLY's own equipment or that of its 3rd party providers.

- "Support Service" means the ongoing hosting, support and administration related to the use of the Customer Vault by the CUSTOMER and the Authorized Users.

- "Vault Subscription" means collectively the Vault and all Apps to which the CUSTOMER maintains a current subscription, as described in each SOW executed from time to time under this Agreement, and any software provided with the Customer Vault.

- Terms and Condition means these terms and conditions of use and the for accessing and using the Customer Vault, the terms and conditions of use as acknowledged by authorized users who accept user accounts in the Customer Vault, and the CUSTOMER's Master Services Agreement then in effect.

Warranty:

- Mutual Representation and Warranties. Each party represents and warrants, solely to and for the benefit of the other, that it has the full corporate right, power and authority to enter into this Agreement and to grant the rights granted by such party under this Agreement.

- VERICOMPLY Warranties. VERICOMPLY hereby represents and warrants that:

- VERICOMPLY has the power to grant the rights under this Agreement, including any third party products included with Vault Subscriptions. VERICOMPLY's execution of this Agreement will not conflict with any other agreement.

- Vault Subscriptions will conform to the specifications set forth in any documentation provided to CUSTOMER by VERICOMPLY.

- No third party has filed or provided VERICOMPLY with notice of any claim or allegation of infringement by Vault Subscriptions on such third party's copyright, patent, trademark or trade secret rights, and VERICOMPLY is not otherwise aware of any such infringement or potential infringement or of any claim, whether or not a legal action has been filed, that may affect CUSTOMER's rights under this Agreement or VERICOMPLY's ability to grant the Vault Subscriptions or perform its obligations under this Agreement;

DISCLAIMER OF WARRANTIES:

EXCEPT AS SET FORTH HEREIN, VERICOMPLY MAKES NO WARRANTY OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER KIND, EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION GIVEN BY ANY VERICOMPLY REPRESENTATIVE OR AFFILIATE SHALL CREATE ANY OTHER WARRANTY. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY AND COMPLETENESS OF ITS INFORMATION IN THE VAULT AND ACKNOWLEDGES THAT ITS EMPLOYEES AND OTHER AUTHORIZED USERS MAY ACCESS AND CHANGE INFORMATION ON THE SYSTEM, AND THAT VERICOMPLY HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION PROVIDED BY CUSTOMER OR EMPLOYEES OR AGENTS. VERICOMPLY IS NOT PROVIDING ANY LEGAL ADVICE AND IS NOT ACTING AS AN ATTORNEY OR IN ANY FIDUCIARY CAPACITY.

Indemnity VERICOMPLY agrees to defend any claim brought by a third party against CUSTOMER alleging that the Vault infringes any United States patent, copyright or trade secret and to pay any final judgment rendered on such claim. If the Vault becomes, or in the opinion of VERICOMPLY may become, the subject of a claim of infringement of a United States patent, copyright or trade secret as set forth in this Article, VERICOMPLY may, at its sole option: (i) obtain for CUSTOMER the right to continue using the Customer Vault; (ii) replace or modify the Customer Vault to make it non-infringing or; if, in VERICOMPLY's sole opinion, neither (i) or (ii) is commercially reasonable, terminate this Agreement. VERICOMPLY shall have no obligation to CUSTOMER pursuant to this Article for any claim based upon (i) modifications made to the Customer Vault other than as authorized by VERICOMPLY, (ii) the combination, operation or use of the Customer Vault in a manner inconsistent with the terms of this Agreement or the combination, operation or use of the Customer Vault with software not supplied by VERICOMPLY if such claim of infringement would have been avoided but for such combination, operation or use.

Termination:

- Termination for Convenience CUSTOMER may terminate this Agreement at any time upon 60 days prior written notice to VERICOMPLY.

- Termination on Breach Without limiting any other rights or remedies that either party may have in law or equity, a party may immediately terminate this Agreement upon written notice via certified U.S. mail, return receipt requested, if the other party materially breaches its obligations hereunder, and such breach has not been cured within thirty (30) days of its receipt of written notice describing the breach in reasonable detail. CUSTOMER's failure to pay fees due to VERICOMPLY within thirty (30) days of the due date shall constitute a material breach of this Agreement.

- Rights and Obligation on Termination If this Agreement is terminated, CUSTOMER shall forthwith return to VERICOMPLY all Confidential Information then in its possession or under its control, and shall furnish to VERICOMPLY. VERICOMPLY shall forthwith (i) download all CUSTOMER Data out of the Vaults onto CDs or otherwise deliver such CUSTOMER Data in a format requested by CUSTOMER and (ii) return to CUSTOMER all Confidential Information, papers, materials, and other properties of CUSTOMER then in its possession or under its control. VERICOMPLY shall comply with any reasonable request of the CUSTOMER as to the format and timing of return of CUSTOMER Data.

- Effect on Rights Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party's obligations under this Agreement. Within 30 days of termination of this Agreement, CUSTOMER shall pay to VERICOMPLY all sums then due and owing. Upon termination of this Agreement, all licenses for the Vault, and VERICOMPLY Intellectual Property granted under this Agreement shall terminate. The respective rights and obligations of VERICOMPLY and CUSTOMER under the provisions of the following Articles shall survive any termination of this Agreement: 3. Fees and Obligations; 8. Ownership and Proprietary Rights; 9. Confidential Information; 11. Disclaimer of Warranties; 13.3. Rights and Obligations on Termination.

Dispute Resolution. Any dispute relating to or arising in connection with this Agreement or the SOW or the Vault will be submitted for binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on any award entered therein may be enforced in any court of competent jurisdiction. The venue for any arbitration will be Irvine, California. This Article does not limit the right of either party to seek temporary injunctive relief in any proper forum

Attorney's Fees. In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Agreement, the prevailing party shall be entitled to recovery from the non-prevailing party its reasonable expenses including, but not by way of limitation, attorneys' fees.

Choice of Law. This Agreement will be governed by and interpreted under the laws of the State of California and the United States of America, without giving effect to applicable conflicts of law principles.

Notices. Any notice or other communication under this Agreement given by a party to the other party will be in writing and will be deemed properly given when sent to the intended recipient by registered letter, receipted commercial courier, or electronically receipted facsimile or email transmission (acknowledged in like manner by the intended recipient) at its address and directed to the contact specified on the signature page of this Agreement. A party may from time to time change such address or individual by giving the other party notice of such change in accordance with this Article.

Assignment. Neither party shall assign, transfer, or otherwise delegate any of its rights or obligations under this Agreement in whole or in party to any individual, firm or corporation without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided however, either party may assign its rights and obligations at no additional cost hereunder without approval of the other party to a party that succeeds to all or substantially all of its assets (whether by sale, merger, operation of law or otherwise) or in the case of CUSTOMER, to an entity providing job function outsourcing, provided that such assignee or transferee agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment with consent does not release the assignor from any of its obligations under the Agreement unless the consent so states.

Severability If any provision of this Agreement or the SOW is held to be invalid, such invalidity will not affect the remaining provisions.

Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Entire Agreement This Agreement and the SOWs and any Change Orders and the Exhibits attached hereto represent the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.

Press Releases VERICOMPLY shall be permitted to prepare a press release about the CUSTOMER's use of the Vault subject to the prior approval of CUSTOMER, whose consent shall not be unreasonably withheld.