Vertify, inc.
End User Subscription Terms

These End User Subscription Terms (the “Terms”) are entered into by and between Vertify, Inc., a Delaware  corporation (“Vertify”) and the person or entity set forth in the applicable Order (such person or entity, “Customer”  and, together with Vertify, the “Parties” and, each, a “Party”). These Terms shall be effective on the earlier of (i) the  date the initial Order is entered into or (ii) when Customer first accesses the Service (the “Effective Date”).

BY REGISTERING FOR AND/OR ACCESSING, USING, OR SUBSCRIBING TO USE THE SERVICES, ENTERING INTO AN ORDER, YOU REPRESENT AND WARRANT THAT YOU HAVE: (i) ALL NECESSARY  RIGHTS AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF CUSTOMER AND (ii) READ,  UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS ON CUSTOMER’S BEHALF. THESE  TERMS MAY BE MODIFIED BY VERTIFY AT ANY TIME BY UPDATING AND POSTING A NEW VERSION  ON OUR WEBSITE OR BY OTHERWISE NOTIFYING YOU OF THE REVISED TERMS. BY SUBSEQUENTLY  USING THE SERVICE, YOU AGREE TO BE BOUND BY THE VERSION OF THE TERMS IN FORCE DURING  SUCH USE.

1. Scope. These Terms shall govern Customer’s use of Vertify’s transactional services, subscription services,  professional services, implementation services, integration services, linked pages, content, products and offline  components (each, a “Service” and, collectively, the “Services”) identified in one or more ordering documents signed  by the Parties, including any exhibits thereto (each, an “Order” and, collectively, the “Orders”). These Terms and all

outstanding Orders (collectively referred to as the “Agreement”) represent the Parties’ entire understanding regarding  the Services and shall, unless and to the extent modified through a written agreement signed by both Parties, control  over any different or additional terms of any purchase order or other non-Vertify ordering document, and no terms  included in any such purchase order or other non-Vertify ordering document shall apply to the Services. In the event  of a conflict between these Terms and an Order, the terms of the applicable Order shall control to the extent of such  conflict. All capitalized terms not defined herein shall have the meanings attributed in the Order.

2. Right to Use the Services. 

2.1 During the subscription term set forth in an Order, as renewed pursuant to Section 6.1 (the  “Subscription Term”), Vertify grants to Customer, a non-transferable (except by assignment as provided herein), non sublicensable, non-exclusive, worldwide right to permit those individual employees, agents or contractors authorized  by Customer or on Customer’s behalf (“Users”) to access and use the Services identified in the applicable Order for  Customer’s internal business purposes subject to the terms of the Agreement; provided, that, with respect to any  professional services, implementation services or integration services set forth in an Order (collectively, “Professional  Services”), Customer has the right to receive such Professional Services only for the period of time set forth in the  applicable Order. Notwithstanding the foregoing, if Customer is identified as an “agency” in the applicable Order,  Customer may use the Services in furtherance of providing services to its clients; provided, however, in no event shall  Customer resell, sublicense, distribute or otherwise make the Services directly available to third parties.

2.2 The Services are provided by Vertify from a data center facility to which Users have remote access  via the Internet in conjunction with certain offline components provided by Vertify hereunder. Each Order defines  specific usage rights (the “Usage Rights”), and Customer shall at all times ensure that its use does not exceed such  Usage Rights.

2.3 Customer shall be solely responsible for obtaining and maintaining appropriate equipment and  ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, computers,  computer operating system and web browser (collectively, “Equipment”). Customer shall ensure that Equipment

complies with all configurations and specifications set forth in Vertify’s published documentation, as the same may  be updated or amended by Vertify from time to time.

3. Usage Restrictions and Representations. 

3.1 Customer shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise  attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services (“Software”); (ii) make the Services available  to any person other than the Users; (iii) modify, translate, or create derivative works based on the Services or Software  or copy (except for archival purposes), rent, lease, use as a distribute, pledge, assign (except as otherwise provided  herein), or otherwise transfer or encumber rights to the Services or Software; (iv) use or access the Services to build  or support, and/or assist a third-party in building or supporting, products or services competitive to Vertify; (v) remove,  modify or obscure any proprietary notices or labels from the Services or Software; or (vi) use the Services for any  purpose not contemplated in the Agreement or for any purpose that is not permissible under applicable law. Customer  shall use the Services and Software only for its own internal business operations, and not for the operation of a service  bureau or timesharing service, or otherwise for the benefit of a third-party.

3.2 Customer shall not knowingly or willfully use the Services in any manner that could damage,  disable, overburden, impair or otherwise interfere with Vertify’s provision of the Services. Customer shall be  responsible for maintaining the security of the Equipment and Customer’s account access passwords. Customer and  Vertify agree to make every reasonable effort to prevent unauthorized third-parties from accessing the Services.  Customer shall cause all of its Users to comply with the terms and conditions of this Agreement that are applicable to  Customer and shall be solely liable for all acts and omissions of its Users.

3.3 If Vertify will be providing Professional Services, Customer agrees to promptly provide Vertify  with all access credentials and other rights to access Customer’s information technology systems, applications and  data, in each case as Vertify may reasonably request in connection with providing such Professional Services.  Customer acknowledges and agrees that any failure to promptly provide such credentials or other rights may delay  Vertify’s ability to provide such Professional Services, and Vertify shall have no liability to Customer for any delay  caused, in whole or in part, by Customer’s failure to promptly provide such credentials. Customer further represents  and warrants that it has all necessary rights and privileges to authorize Vertify to provide Professional Services to the  extent contemplated in an Order, and that Vertify’s provision of such Professional Services shall not cause Vertify to  incur any fees, fines or licensing charges assessed by any third-party information technology vendor of Customer.  Without limiting the generality of the foregoing, Customer represents, warrants and covenants that it has provided all  necessary notices and obtained all necessary consents for Vertify to access Customer Data in connection with  providing Professional Services.

4. Ownership. 

4.1 As between the Parties, Vertify retains all right, title and interest in and to the Services, the Software  (including all derivatives or improvements thereof) and all intellectual property rights in the foregoing. All  suggestions, enhancements requests, feedback, recommendations or other input provided by Customer or any other  Party relating to the Services or Software shall be owned by Vertify, and Customer hereby does and shall make all  assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly  granted herein are reserved by Vertify.

4.2 As between the Parties, Customer retains all right, title and interest in and to any data, information  or material originated by Customer that Customer submits or compiles in the course of using the Services (“Customer  Data”). Vertify has no ownership rights in or to Customer Data. Customer shall be solely responsible for the accuracy,  quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to Customer Data.

Without limiting the generality of the foregoing, Customer shall be solely responsible for ensuring that it has adequate  consents and permissions to provide the Customer Data to Vertify in connection with this Agreement. Customer  hereby grants to Vertify a license to use and store all Customer Data provided by Customer or the Users (including  the Users’ names, addresses and account information) or collected by Vertify through the Services, subject to Vertify’s  privacy policy. Customer Data shall be deemed to be Customer Confidential Information pursuant to Section 9 below.

4.3 To the extent that Vertify processes any Personal Information (as defined in the DPA) contained in  the Customer Data that is subject to the GDPR (as defined in the DPA), on your behalf, in the provision of the Service,  the terms of the data processing addendum at vertify.com/dpa (the “DPA”), which are hereby incorporated by  reference, shall apply, and the Parties agree to comply with such terms. The Parties hereby agree that, by entering into  an Order and agreeing to these Terms, the Parties will be treated as signing of the DPA, including, without limitation,  the Standard Contractual Clauses attached thereto and their Appendices.

4.4 The Parties acknowledge and agree that the Services may, from time to time, enable Customer to  submit requests or orders for data pertaining to third parties with whom Vertify does not have a direct relationship  (such data, “Third Party Data”). To the extent Vertify provides any such Third Party Data to Customer, Customer  acknowledges and agrees not to further sell such Third Party Data or to otherwise use such Third Party Data in a way  that violates applicable laws. Customer further acknowledges and agrees that Customer shall only use Third Party  Data during the Subscription Term and shall not retain or use any Third Party Data following expiration or termination  of the Subscription Term. As between Vertify and Customer, Vertify shall retain all right, title and interest in and to  the Third Party Data except for the limited use right granted to Customer in this Section 4.4. Customer further agrees  not to request any such Third Party Data pertaining to individuals that are less than sixteen (16) years of age. Customer  agrees to indemnify and hold Vertify and each of its affiliates and its and their respective officers, directors, employees  and agents harmless from and against any claim by a third party or governmental authority alleging that Customer’s  use of Third Party Data, or Vertify’s provision of Third Party Data to Customer, violates (I) applicable laws, rules or  regulations pertaining to such Third Party Data or (II) the rights of privacy of any such person.

5. Billing and Payment. 

5.1 Customer shall pay all fees set forth in an Order. All fees are non-cancelable and non-refundable,  except as expressly specified in Section 7.2 of these Terms or as specified in an Order. All fees are exclusive of taxes,  levies, or duties imposed by taxing authorities, and Customer shall be solely responsible for payment of all such taxes,  levies, or duties (excluding U.S. taxes based on Vertify’s income), even if such amounts are not listed on an Order.  Customer shall pay all fees in U.S. Dollars or in such other currency as agreed to in writing by the Parties.

5.2 All amounts invoiced hereunder are due and payable as specified in the Order. Unpaid invoices that  are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding  balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection.

5.3 If at any time Vertify determines that Customer is exceeding the Usage Rights, Vertify shall notify  Customer, and Customer shall either promptly bring its usage within the limits of such Usage Rights or notify Vertify  of its disagreement with a finding of nonconformance with Usage Rights. If Customer fails to do so within 30 days  of receipt of Vertify’s notice, Vertify reserves the right to charge, and Customer agrees to pay, Vertify’s then-current  usage fees for such overage; provided, however, that the Parties have first attempted in good faith to resolve a  disagreement of a finding of nonconformance with Usage Rights.

5.4 Customer understands and agrees that unless otherwise agreed in an Order, Vertify may increase  the fees for any Renewal Term (as defined in Section 6.1) by up to six percent (6%) upon written or electronic notice,

including through the Services, at least sixty (60) days prior to the commencement of the applicable Renewal Term.  Except as expressly provided in the applicable Order, renewal of promotional or one-time priced subscriptions will be  at Vertify’s applicable list price in effect at the time of the applicable renewal.

6. Term and Termination. 

6.1 The Agreement shall commence as of the date set forth in the first Order and, unless earlier  terminated as set forth below, and shall remain in effect through the end of the initial subscription term set forth in the  applicable Order. Following expiration of the initial subscription term, this Agreement shall automatically renew for  subsequent one (1) year terms (each, a “Renewal Term” and, together with the initial subscription term, the  “Subscription Term”), unless Customer provides (30) days’ prior written notice of non-renewal to Vertify. Any  renewal of the Agreement shall be subject to pricing changes as set forth in Section 5.4. All sections of the Agreement  which by their nature should survive termination will survive, including without limitation, accrued rights to payment,  use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of  liability.

6.2 In the event of a material breach by either Party, the non-breaching Party shall have the right to  terminate the applicable Order for cause if such breach has not been cured within 30 days of written notice from the  non-breaching Party specifying the breach in detail. Notwithstanding the foregoing, Vertify may immediately suspend  Customer’s password, account, and access to the Services if (i) Customer fails to make payment due within ten business  days after Vertify has provided Customer with notice of such failure; or (ii) Customer violates Section 2.1, 3, or 9 of  these Terms. Any suspension by Vertify of the Services under the preceding sentence shall not relieve Customer of  its payment obligations under the Agreement. If Vertify terminates an Order for Customer’s material breach, all fees  set forth on such Order are immediately due and payable. If Customer terminates an Order for Vertify’s material  breach, Customer shall be entitled to an immediate refund of any pre-paid fees for Services not used by Customer.

6.3 Upon any termination or expiration of an Order, Customer’s right to access and use the Services  covered by that Order shall terminate. Notwithstanding the foregoing, at Customer’s request if received within 30  days of termination of the Order, Vertify will permit Customer to access the Services solely to the extent necessary  for Customer to retrieve a file of Customer Data then in Vertify’s possession. Customer acknowledges and agrees that  Vertify has no obligation to retain Customer Data and that Vertify may irretrievably delete and destroy Customer Data  and Customer Confidential Information after 30 days following the termination of the Agreement.

7. Representations, Disclaimer of Warranties, Indemnities. 

7.1 Each Party represents and warrants to the other Party that it has the necessary power and authority to enter  into the Agreement. Vertify warrants to Customer that (a) Vertify will provide the Services substantially in accordance  with its documentation under normal use; (b) Vertify will provide the Services in a manner consistent with generally  accepted industry standards; (c) the Software will perform substantially in accordance with the documentation; and  (d) Professional Services will be performed in a good and workmanlike manner using personnel possessing requisite  training and knowledge to perform such Professional Services. Customer must notify Vertify of any warranty  deficiencies within 30 days of becoming aware of such deficiency in order to receive warranty remedies.

7.2 For breach of the express warranty set forth above, Customer’s exclusive remedy shall be the re-performance  of the deficient Services or correction of the non-conforming Software. If Vertify cannot re-perform such deficient  Services or bring the software to conformance as warranted, Customer shall be entitled to recover a pro-rata portion  of the fees paid to Vertify for such deficient Services from the date from which the Services and/or software was non

conforming, and such refund shall be Vertify’s entire liability. In such instance, the Agreement shall be deemed  terminated effective immediately.

7.3 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency  maintenance, or because of other causes beyond Vertify’s reasonable control, but Vertify shall use reasonable efforts  to provide advance notice in writing or by e-mail of any scheduled unavailability of the Services and shall make  reasonable efforts to avoid unavailability of Services during normal business hours.

7.4 Vertify shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including  reasonable attorneys’ fees) incurred in connection with any judgements (“Claims”) made or brought against Customer by a third-party (a) alleging that Customer’s use of the Services or Software as contemplated hereunder infringes the  intellectual property rights or privacy rights of, or has otherwise harmed, a third-party or violates any law or regulation  or (b) arising from a breach by Vertify of its obligations under the Agreement; provided, that Customer (a) promptly  gives written notice of the Claim to Vertify; (b) gives Vertify sole control of the defense and settlement of the Claim  (provided that Vertify may not settle or defend any Claim unless it unconditionally releases Customer of all liability);  and (c) provides to Vertify, at Vertify’s cost, all reasonable assistance. Vertify shall have no liability for any claim  based on (i) the Customer Data; (ii) any use of the Services or Software in conjunction with anything, including data,  equipment or software, not provided by Vertify or otherwise specified by Vertify in writing; (iii) use of the Services  or Software in a manner not described in this Agreement or in any documentation supplied to Customer; (iv) any  modification to the Services or Software not made or authorized in writing by Vertify; (v) any modification to the  Services or Software made at the written request of Customer; or (vi) use of the Services or Software in a manner  prohibited pursuant to Section 3.1. In the event of any such third-party infringement, Vertify may, at its sole option  and expense, (x) procure for Customer the right to continue use of the Services and Software, (y) modify the Services  or Software to be non-infringing in a manner that does not materially impair the functionality of the Services or  Software or (z) terminate this Agreement and repay Customer a pro-rata portion of the pre-paid but unused with  respect to the remainder of the Subscription Term following the termination date.

Customer shall defend, indemnify and hold Vertify harmless against any loss, damage or costs (including  reasonable attorneys’ fees) incurred in connection with Claims made or brought against Vertify by a third-party (a)  alleging that Customer Data, or Customer’s use of the Services, including is provision of the Customer Data, infringes  the intellectual property rights or privacy rights of, or has otherwise harmed, a third-party or violates any law or  regulation or (b) arising from a breach by Customer of its obligations under the Agreement; provided, that Vertify (a)  promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement  of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Vertify of  all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance.

7.5 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, VERTIFY AND ITS THIRD  PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO  THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND  QUALITY. VERTIFY AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR  WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY,  ACCURACY OR COMPLETENESS OF THE SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY  USING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VERTIFY AND  ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE  OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF  THE, SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. CUSTOMER ACKNOWLEDGES THAT  NEITHER VERTIFY NOR ITS THIRD PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER  COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE  SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH  COMMUNICATIONS FACILITIES. VERTIFY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY  FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY

PROVIDED OTHERWISE BY VERTIFY, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS”  BASIS.

8. Limitation of Liability. EXCEPT FOR EACH PARTY’S CONFIDENTIALITY OBLIGATIONS,  INDEMNIFICATION OBLIGATIONS, OR BODILY INJURY OR DEATH, NEITHER PARTY OR ITS THIRD  PARTY LICENSORS SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR  OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF  PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR  ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING  LOSS OF DATA, REVENUE, PROFITS OR USE); (C) FOR ANY MATTER BEYOND IT’S REASONABLE  CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR  DAMAGE; OR (D) , EXEMPTING VERTIFY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF  VERTIFY’S OBLIGATION OF CONFIDENTIALITY, FOR ANY AMOUNTS THAT, TOGETHER WITH  AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE LESSER OF $500,000 OR THE FEES  PAID BY CUSTOMER IN THE PRECEDING 12 MONTHS;. Certain states and/or jurisdictions do not allow the  exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set  forth above may not apply.

9. Confidential Information. Each Party (the “Receiving Party”) understands that the other party (the  “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter  referred to as “Confidential Information” of the Disclosing Party). Such information includes, without limitation,  Customer Data, information related to Customer’s login identifiers and credentials for Users and the nature and  performance of Customer’s marketing programs. The Receiving Party agrees: (i) to take reasonable precautions to  protect such Confidential Information; and (ii) not to use (except as expressly permitted in Section 10 below) or  divulge to any third person, other than the Receiving Party’s employees, contractors, agents and service providers, any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to  Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public  through no fault of its own; (b) was rightfully in its possession or known by it prior to receipt from the Disclosing  Party; (c) was rightfully disclosed to it by a third-party; or (d) was independently developed without use of or reliance  upon any Confidential Information of the Disclosing Party. The foregoing shall not restrict the Receiving Party from  disclosing any Confidential Information to the extent required by law; provided, however, that, to the extent  permissible under applicable law, the Receiving Party provides to Disclosing Party prior notice of the intended  disclosure, permits Disclosing Party to intervene therein to protect its interests in the Confidential Information, and  provides full cooperation and assistance to Disclosing Party, at the Disclosing Party’s expense, in seeking to obtain  such protection. The foregoing confidentiality, non-disclosure and non-use restrictions shall remain in full force effect  throughout the Subscription Term and for a period of five (5) years thereafter; provided, however, that such obligations  shall remain in full force and effect thereafter with respect to any Confidential Information that constitutes and remains  a trade secret of the Disclosing Party.

10. Freemium Services. Notwithstanding anything to the contrary in this Agreement, Vertify may, from time to-time and in its sole discretion, make available to Customer free trials of Services or “freemium” versions of limited  Services (collectively, “Freemium Services”). In such cases, Vertify reserves the right to modify or cancel adjust such Freemium Services from time-to-time in its sole discretion upon advance notice to Customer. FREEMIUM  SERVICES ARE OFFERED “AS-IS” WITHOUT WARRANTY OF ANY KIND, AND VERTIFY ASSUMES NO  RISKS, INDEMNITY OBLIGATIONS OR LIABILITIES TO CUSTOMER IN CONNECTION THEREWITH.  FOR CLARITY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (A)  VERTIFY MAKES NO REPRESENTATION OR WARRANTY, INCLUDING THOSE SET FORTH IN  SECTION 7.1, WITH RESPECT TO THE FREEMIUM SERVICES AND (B) VERTIFY SHALL HAVE NO  INDEMNIFICATION OBLIGATIONS TO CUSTOMER WITH RESPECT TO FREEMIUM SERVICES,

INCLUDING UNDER SECTION 7.4. WITH RESPECT TO THE FREEMIUM SERVICES, VERTIFY’S  AGGREGATE LIABILITY TO CUSTOMER SHALL BE LIMITED TO $100.

11. Statistical Information. Notwithstanding anything to the contrary in this Agreement, Vertify may monitor  Customer’s use of the Services and may compile and use, for any lawful purpose, Customer Data in an aggregate and  anonymous manner as well as statistical and performance information related to the provision and operation of the  Services, and may, to the extent permissible under applicable laws, make such information publicly available, provided  that such information does not incorporate any disaggregated or identified Customer Data and/or identify Customer’s  Confidential Information. Vertify retains all intellectual property rights in such information.

12. Notices. Vertify may give notice applicable to Vertify’s general Services customer base by means of a general  notice on the Services portal, and notices specific to Customer by email communication sent to Customer’s email  address on record in Vertify’s account information. If Customer has a dispute with Vertify, wishes to provide a notice  under the Agreement, or becomes subject to insolvency or other similar legal proceedings, Customer shall promptly  send written notice to Vertify at 411 W Monroe St. #40, Austin, TX 78704, U.S.A.

13. Force Majeure. Neither Party shall be responsible for failure or delay of performance if caused by: an act of  war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the  obligated Party; government restrictions (including the denial or cancellation of any export or other subscription);  epidemic, pandemic or other public health crisis, or other event outside the reasonable control of the obligated Party.  Each Party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more  than 30 days, either Party may cancel unperformed Services upon written notice. This section does not excuse either  Party of its obligations to take reasonable steps to follow its normal disaster recovery procedures or Customer’s  obligation to pay for the Services provided, except in the event of cancellation of unperformed Services as provided  herein, in which case Customer is entitled to pro-rata refund of any pre-paid unperformed services.

14. General provisions. 

14.1 Any action, Claim, or dispute related to the Agreement will be governed by Texas law, excluding  its conflicts of law provisions. The Uniform Computer Information Transactions Act will not apply to the Agreement.  Any legal action or proceeding relating to the Agreement shall be brought exclusively in the state or federal courts  located in Austin, Texas, and the Parties unconditionally and irrevocably consent to such venue. In any action or  proceeding to enforce rights under the Agreement, the prevailing Party will be entitled to recover reasonable costs and  attorneys’ fees. The failure of either Party to enforce any right or provision in the Agreement shall not constitute a  waiver of such right or provision unless acknowledged and agreed to by such Party in writing.

14.2 The Agreement and all Order(s) or other documents mutually agreed upon by the Parties in writing,  represent the Parties’ entire understanding relating to the Services, and supersede any prior or contemporaneous,  conflicting or additional communications. The exchange of a fully executed Order by fax or electronic signature shall  be sufficient to bind the Parties to the Terms and such Order. The Agreement may be amended only by written  agreement of the Parties. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid  or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable  provision(s), with all other provisions remaining in full force and effect.

14.3 This Agreement is an agreement between the Parties and confers no rights upon either Party’s  employees, agents, contractors, partners or customers or upon any other person or entity.

14.4 No joint venture, partnership, employment, or agency relationship exists between Vertify and  Customer as a result of the Agreement or use of the Services. Neither Party may assign the Agreement without the  prior written approval of the other, such approval not to be unreasonably withheld or delayed, provided that such

approval shall not be required in connection with a merger or acquisition of all or substantially all of the assets of the  assigning company. Any purported assignment in violation of this Section shall be void.

14.5 This Agreement will be binding upon and for the benefit of Vertify, Customer and their permitted  successors and assigns. Either Party may assign this Agreement to its affiliates and as part of a corporate  reorganization, consolidation, merger, or sale of substantially all of its assets or business to which this Agreement  relates. Except as expressly stated in this Agreement, neither Party may otherwise assign its rights or obligations  under this Agreement either in whole or in part without the prior written consent of the other Party, and any attempted  assignment or delegation without such consent will be void.