SOFTWARE AS A SERVICE AGREEMENT

IMPORTANT: UNLESS OTHERWISE AGREED IN WRITING SIGNED BY BOTH PARTIES, THIS SOFTWARE AS A SERVICE AGREEMENT (THE “AGREEMENT”) GOVERNS LICENSE AND USE OF THE VOTIRO, INC. (“VOTIRO”) SOFTWARE AS A SERVICE BY THE ENTITY (“CUSTOMER”) USING VOTIRO SERVICES (“SERVICES”). BY USING SERVICES OR SUBMITTING ORDERS FOR SERVICES, CUSTOMER IS BINDING ITSELF TO ALL TERMS OF THIS AGREEMENT. EACH OF VOTIRO AND CUSTOMER MAY BE REFERRED TO HEREIN AS A “PARTY.”

WHEREAS, Votiro provides access to the Services to its customers; and

WHEREAS, Customer desires to access the Services, and Votiro desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.
   
   “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Votiro in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
   
   “Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
   
   “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
   
   “Documentation” means Votiro’s user manuals, handbooks, and guides relating to the Services provided by Votiro to Customer either electronically or in hard copy form/end user documentation relating to the Services.
   
   “Evaluation Period” means, if and to the extent described in any Final Quote, a period prior to the initial Subscription Period.
   
   “Fees” means the fees, charges and payments set forth in the Final Quote.
   
   “Final Quote” means the duly executed online or hardcopy proposal form, or other order form, specifying Fees and terms applicable to Customer’s use of the Services.
   
   “Services” means the Software-as-a-service offering as described in the Final Quote.
   
   “Software” means: Votiro’s Secure File Gateway software accessed by the Customer online, as well as any improvements, modifications, enhancements, bug fixes, updates, upgrades and future versions thereto if and to the extent Votiro makes available to Customer. Any reference to the term Software includes the Software as a whole and each of its components (or any part thereof).
   
   “Subscription Period” means the period commencing on the day after the end of the Evaluation Period, or as otherwise identified in the Final Quote and ending (i) at its expiration (as defined in the Final Quote), or the expiration of any renewal term thereof; or (ii) upon termination of this Agreement, whichever is earlier).
   
   “Support Services” means the maintenance and support services regarding the Services, as provided by Votiro during the term of the Subscription Period, in exchange for the applicable Fees, as detailed in Section 4.
   
   “Third Party License” means a license agreement governing a particular Third Party Code.
   
   “Third Party Code” means software programs, firmware and middleware licensed by third parties, and not Votiro.
   
   “Votiro IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Votiro IP includes Aggregated Statistics and any information, data, or other content derived from Votiro’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
   
2. Access and Use.
   
   (a) Evaluation License. If an Evaluation Period is identified in the Final Quote, then during such Evaluation Period, and subject to the terms and conditions of this Agreement, Votiro hereby grants Customer a non-exclusive, non-sublicensable, and non-transferable license to use the Services solely for Customer’s internal evaluation purposes. Customer will not use the Services for any purpose other than evaluating and testing such Services internally.
   
   (b) Subscription Period. Unless Customer gives written notice of termination of this Agreement to Votiro prior to the end of the Evaluation Period, the Subscription Period will begin immediately after the end of the Evaluation Period. Subject to and conditioned on Customer’s payment of Fees and compliance with all terms and conditions of this Agreement, during the Subscription Period, Votiro hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14(g)) right to access and use the Services during the Subscription Period and as may otherwise be limited and described in the Final Quote, solely for use by Authorized Users and as limited by any additional restrictions included in the Final Quote, including, without limitation, file quotas or volume or usage limits, in accordance with the terms and conditions herein and as described by the Final Quote. Such use is limited to Customer’s internal use. Votiro shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
   
   (c) Documentation License. Subject to the terms and conditions contained in this Agreement, Votiro hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(g)) license to use the Documentation during the Evaluation Period and the Subscription Period solely for Customer’s internal business purposes in connection with its use of the Services.
   
   (d) Use Restrictions. Customer may not use the Services in whole or in part for any purpose except as expressly provided under this Agreement and except as expressly provided in the Documentation. Any unauthorized use of the Services without Votiro’s prior written consent is expressly prohibited. A Customer account will be created in connection with Customer’s use of the Services (the “Account”), to be accessed and/or used solely by Authorized Users. Customer acknowledges and agrees: (i) to keep, and ensure that its Authorized Users keep all Account login details and passwords secure at all times; and (ii) to promptly notify Votiro in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account or the Software. Customer shall ensure that its Authorized Users comply with the terms of this Agreement and shall be solely responsible for any breach of this Agreement by an Authorized User. Customer shall only access the Software via Votiro’s designated web portal or API and in connection with Customer’s Account. Customer must not, and shall not allow any Authorized User or any other third party to: (i) circumvent, disable or otherwise interfere with security-related features of the Software or features that enforce limitations on use of the Software; (ii) violate or abuse password protections governing access to the Software; (iii) allow any third party to use the Software except as permitted herein; (iv) sell, rent, lease, license or timeshare the Software or use it in any service bureau arrangement; (v) copy, modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of, the Software or any components thereof; (vi) use the Software to develop a competing service or product; (vii) use any automated means to access the Software; (viii) interfere or attempt to interfere with the integrity or proper working of the Software; (ix) access, store, distribute, or transmit during the course of its use of the Software any Malicious Code or unlawful, threatening, obscene or infringing material; (x) use the Software in a manner that would violate applicable data privacy laws or for any other unlawful purpose; (xi) allow any third party other than the subscribed Authorized Users specified in the Final Quote to use the Software and/or (as the case may be) violate any restrictions or limits included in the Final Quote; and/or (xii) use the Software in any other unlawful manner or in breach of this Agreement. For the purposes of this Agreement, “Malicious Code” means software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system.
   
   (e) Reservation of Rights. Votiro reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Votiro IP.
   
   (f) Suspension. Notwithstanding anything to the contrary in this Agreement, Votiro may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Votiro reasonably determines that (A) there is a threat or attack on any of the Votiro IP; (B) Customer’s or any Authorized User’s use of the Votiro IP disrupts or poses a security risk to the Votiro IP or to any other customer or vendor of Votiro; (C) Customer, or any Authorized User, is using the Votiro IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Votiro’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Votiro has suspended or terminated Votiro’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Votiro shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Votiro shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Votiro will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
   
   (g) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Votiro may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Votiro and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Votiro. Customer acknowledges that Votiro may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Votiro may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
   
3. Customer Responsibilities. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. To the extent requested by Votiro, Customer further agrees to provide Votiro with reports detailing any bugs, error, defects and faults in the Services, as well as any other information relating to any problem or issue with respect to the Services and any other services provided to Customer by Votiro, all in the form and substance sufficient to meet Votiro’s requirements. Votiro may use such information to perform analysis (including statistical analysis) in order to make decisions on various issues, including the improvement and enhancement of Votiro’s products and services, including without limitation the Services.
   
4. Support.
   
   (a) Support Services. Subject to the terms and conditions of this Agreement, Votiro shall use commercially reasonable efforts to make the Support Services available in accordance with the Service Level Agreement (the “SLA”) found here. Customer acknowledges and agrees that Votiro may, at any time, in its sole discretion and without prior notice, modify, discontinue or terminate the Support Services, and establish revised practices and policies concerning the use of the Services or the Support Services. Though Votiro uses efforts to ensure the availability of the access to its Support Services, as well as the proper operation of the Services, Customer acknowledges and agrees that there may be times when the Support Service will not be available or when the Services will not operate properly. It is therefore agreed that Votiro shall not be liable for any unavailability of the Support Service, or for the improper operation of the Services, and Customer hereby waives any claims regarding such eventualities.
   
   (b) Updates. Updates shall include each new version or update of the Software, which Votiro may release on its servers (the “Update”). Votiro will determine, in its discretion, the frequency and scope of Updates.
   
   (c) Exclusions. Votiro shall not be obligated to provide any Support Services if Customer has failed to pay the applicable Fee, or if Votiro has reason to believe that a reported error: (i) results from any unauthorized interference with the Software, its source code, or by the use of incorrect parameters or settings of the Software; (ii) has occurred by the fault of unauthorized servicing staff, or by the use of the Software in non-compliance with the Documentation; (iii) has already been resolved through the issuance of the Update; or (iv) is otherwise excluded from support in this Agreement.
   
   (d) Services Changes. Votiro may change the Services layout and design and the availability of the content and functions included therein or may change the form, features or nature of the Services, from time to time, without giving the Customer any prior notice. Customer hereby agrees and acknowledges Votiro is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
   
   (e) Servers. Customer acknowledges and agrees that Votiro may provide the Services from any server or datacenter forming part of its Services anywhere in the world and may, at any time, transfer the provision of the Services from one server to another.
   
5. Fees and Payment.
   
   (a) Fees. Customer shall pay Votiro the fees (“Fees”) as set forth in Final Quote without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Final Quote. If Customer fails to make any payment when due, without limiting Votiro’s other rights and remedies: (i) Votiro may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Votiro for all costs incurred by Votiro in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Votiro may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
   
   (b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Votiro’s income.
   
   (c) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the term of this Agreement and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Votiro may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Votiro with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
   
6. Confidential Information. From time to time during the term of this Agreement, either Party (“Disclosing Party”) may disclose or make available to the other Party (“Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
   
7. Intellectual Property Ownership; Feedback.
   
   (a) Votiro IP. Customer acknowledges that, as between Customer and Votiro, Votiro owns all right, title, and interest, including all intellectual property rights, in and to the Votiro IP.
   
   (b) Customer Data. Votiro acknowledges that, as between Votiro and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Votiro a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Votiro to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
   
   (c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Votiro by mail, email, telephone, or otherwise, suggesting or recommending changes to the Votiro IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Votiro is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Votiro on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Votiro is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Votiro is not required to use any Feedback.
   
8. Limited Warranty and Warranty Disclaimer.
   
   (a) Votiro warrants that the Services will conform in all material respects to the description thereof in the Documentation when accessed and used in accordance with the Documentation. Customer acknowledges and agrees that Votiro will not be responsible for any failure of the Services to protect Customer’s data, or filter or store files, or for the deletion, corruption, or loss of any data or files sanitized using the Services.
   
   (b) Votiro does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in the SLA. The remedies set forth in the SLA are Customer’s sole remedies and Votiro’s sole liability under the limited warranty set forth herein.
   
   (c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE SERVICES ARE PROVIDED “AS IS” AND VOTIRO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VOTIRO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), VOTIRO MAKES NO WARRANTY OF ANY KIND THAT ANY SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
   
9. Third Party Code. The Services may contain or use Third Party Code, including those detailed here: https://info.votiro.com/hubfs/Open%20Source%20List/Votiro%20-%20Open%20Source%20List.pdf. To the extent so stipulated by the Third Party License that governs each Third Party Code, each such Third Party Code is directly licensed to Customer from its respective licensors, not sublicensed from Votiro, and is subject to its respective Third Party License, not to this Agreement. If, and to the extent, a Third Party License requires that this Agreement effectively impose, or incorporate by reference, certain disclaimers, provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required, and shall supersede any conflicting provision of this Agreement, solely with respect to the corresponding Third Party Code which is governed by such Third Party License. Votiro is not, and shall not be, liable to Customer, for any errors, malfunctions or bugs in any Third Party Code, or any consequences resulting therefrom. Customer’s sole and exclusive remedy for any such errors, malfunctions or bugs, is Votiro’s performance of Support Services, if and to the extent Customer is entitled to receive them pursuant to the terms of this Agreement. If, and to the extent, a Third Party License requires that the source code of its corresponding Third Party Code be made available to Customer, and such source code was not delivered to Customer with the Services, then Votiro hereby extends a written offer, valid for the period prescribed in such Third Party License, to obtain a copy of the source code of the corresponding Third Party Code, from Votiro. To take up this offer, please contact info@votiro.com.
   
10. Indemnification.
    
    (a) Votiro Indemnification.
    
    (i) Votiro shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s patents, copyrights, or trade secrets, provided that Customer promptly notifies Votiro in writing of the claim, cooperates with Votiro, and allows Votiro sole authority to control the defense and settlement of such claim.
    
    (ii) If such a claim is made or appears possible, Customer agrees to permit Votiro, at Votiro’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Votiro determines that neither alternative is reasonably available, Votiro may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
    
    (iii) This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Votiro or authorized by Votiro in writing; (B) modifications to the Services not made by Votiro; or (C) Customer Data.
    
    (b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Votiro’s option, defend Votiro from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Votiro or authorized by Votiro in writing; or (iv) modifications to the Services not made by Votiro, provided that Customer may not settle any Third-Party Claim against Votiro unless Votiro consents to such settlement, and further provided that Votiro will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    
    (c) Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND VOTIRO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
    
11. Limitations of Liability. IN NO EVENT WILL VOTIRO BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER VOTIRO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL VOTIRO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO VOTIRO UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    
12. Term and Termination.
    
    (a) Term. The term of this Agreement begins on the Effective Date and will continue in effect until terminated by written notice from one Party to the other during any period during which no Subscription Period is in effect. Unless otherwise expressly stated in any Final Quote, each Subscription Period will renew automatically at the end of the initial term or any renewal term of such Subscription Period for an additional renewal term of twelve (12) months, unless either party gives written notice of nonrenewal no less than sixty (60) days prior to the end of the then current Final Quote term. Votiro may adjust pricing under any Final Quote by giving written notice of such adjustment no less than ninety (90) days prior to the end of the then current Final Quote term.
    
    (b) Termination. In addition to any other express termination right set forth in this Agreement:
    
    (i) Votiro may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Votiro’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;
    
    (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
    
    (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    
    (c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Votiro IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Votiro IP and certify in writing to the Votiro that the Votiro IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
    
    (d) Survival. This Section 12(d) and Sections 1, 5, 6, 7, 8(b), 10, 11, and 14 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
    
13. Joint Marketing. Customer will participate in joint marketing activities as reasonably requested by Votiro (“Joint Marketing Activities”), including without limitation joint press release at contract signing; quarterly feedback calls with Votiro; reference, including Customer’s name and logo, on Votiro’s website; participation in reference calls from prospective clients, participation in analyst calls; and other marketing activities as agreed to by the parties. All of the above Joint Marketing Activities will include reasonable participation from member(s) of Customer executive leadership, when reasonably available.
    
14. Miscellaneous.
    
    (a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    
    (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    
    (c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, epidemic, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    
    (d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    
    (e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    
    (f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    
    (g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Votiro. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    
    (h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
    
    (i) US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
    
    (j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), 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 or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.