MASTER SUBSCRIPTION AGREEMENT

BY CLICKING THE “I AGREE” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS OR USING THE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SOFTWARE AND SERVICES PROVIDED BY NUE INFORMATION SOLUTIONS, LLC (“LICENSOR”). IN ADDITION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) REPRESENT THAT THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU ALSO REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AS THE SUBSCRIBER TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

This Master Subscription Agreement (“Agreement”) is a binding agreement between Licensor and the individual or business entity subscribing to Licensor’s software or services. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this Master Subscription Agreement as the Subscriber (as defined below).

TERMS OF USE:

1. Definitions.

Capitalized terms used herein shall have the meanings set forth below:

1.1 “Administrator” shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators.

1.2 “Agreement” shall mean this entire Master Subscription Agreement and incorporates by reference the privacy policy located on this site and on www.nueinformation.com. Licensor reserves the right to modify its privacy policy at its reasonable discretion from time to time.

1.3 “Authorized User” shall mean an individual Subscriber or the partner, member, employee, temporary employee, and independent contractor of an organization with a subscription to the Service who has been added to the account as a user.

1.4 “Content” shall mean any information Subscriber uploads or posts to the Service and any information provided by Subscriber to Licensor in connection with the Service, including, without limitation, information about the Authorized Users.

1.5 “Licensor” shall mean Nue Information Solutions, LLC.

1.6 “Order Form” shall mean Licensor’s subscription order form specifying the Service to be provided by Licensor under this Agreement, including the license term, number of Authorized Users, and subscription fees.

1.7 “Service” shall mean Licensor’s web-based application software and services, as more specifically set forth on an applicable Order Form signed by Subscriber and delivered to Licensor, providing Subscriber with electronic access to the electronic applications for the processing, retrieval, data encryption, access, storage and transmission of Content.

1.8 “Subscriber” shall refer to the purchaser of the Service and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on Subscriber’s behalf.

1.9 “Security Emergency” shall mean a violation by Subscriber of this Agreement that (A) could disrupt (1) Licensor’s provision of the Service; (2) the business of other subscribers to the Service; or (3) the network or servers used to provide the Service; or (B) provides unauthorized third-party access to the Service.

2. Limited License

2.1 Subject to the terms of this Agreement, any applicable Order Form(s), and payment of the applicable annual subscription fee to Licensor, Licensor grants Subscriber a non-exclusive, non-transferable, limited license to access and use the Service, solely for Subscriber’s internal business purposes. All rights not expressly granted to Subscriber are reserved to Licensor.

2.2 Subscriber acknowledges and agrees that the Service is provided under license, and not sold, to Subscriber. Subscriber does not acquire any ownership interest in the Service, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions and restrictions, of this Agreement and the Order Form. Licensor reserves and shall retain its entire right, title and interest in and to the Service, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to Subscriber in this Agreement.

2.3 Licensor reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Service or any feature associated with the Service, with or without notice, and will endeavor to provide Subscriber with 60 days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

2.4 Licensor reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide 2 days’ notice prior to any such suspension. Such notice shall be provided to Subscriber by way of notification within the Service, email or other notification method deemed appropriate by Licensor. In the event of a temporary suspension, Licensor will use the same notification methods listed in this Section to provide updates as to the nature and duration of any temporary suspension.

3. License Restrictions

3.1 Authorized Users agree not to (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (b) reproduce, modify or make derivative works based upon the Service; (c) “mirror” any Content on any other server or wireless or Internet-based device or indirectly use or access the Service through interfaces, links or other tools to avoid fees; (d) reverse engineer, decompile, disassemble, adapt or otherwise tamper with the Service; (e) modify another website so as to falsely imply that it is associated with the Service, Licensor, or any other software or service provided by Licensor; (f) interfere with or disrupt the integrity or performance of the Service; or (g) attempt to gain unauthorized access to the Service or its related systems or networks.

3.2 Authorized Users agree that they will not use or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service, or (d) monitor its availability, performance or functionality, or for any other benchmarking or competitive purpose.

3.3 Authorized Users agree that they will not knowingly use the Service in any manner which (a) may infringe copyright or intellectual property rights of Licensor or any third party, or (b) is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, and/or (c) is in violation of the terms of this Agreement.

3.4 Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, software viruses, self-replicating computer programs “Worms”, Trojan horses, or any code of a destructive or malicious nature.

3.5 Authorized Users are responsible for all activities related to data privacy, international communications and transmission of content that constitutes “personally identifiable information” or “personal data” as defined under applicable law, rule or regulation, that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context. Subscriber acknowledges that Licensor does not review or pre-screen the Content.

4. Access to and Use of the Service

4.1 Before accessing or using the Service, Subscribers are required to provide a completed and signed Order Form, together a valid credit card payment authorization or other form of payment to pre-pay annual subscription charges. In addition, before accessing or using the Service, Authorized Users are required to provide their valid email address, first and last name, company name, address, city, state, zip code, country, office and mobile phone numbers, password, and any other information reasonably requested by the Service.

4.2 Each Authorized User will be provided with a unique identifier (“Username”) to access and use the Service. The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

4.3 The initial Administrator shall be the originating Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators in accordance with the Order Form. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.

4.4 Administrators are responsible for all use of the Service by Authorized Users associated with their subscription to the Service.

4.5 Where applicable Administrator shall provide Licensor with API access to Subscriber’s source systems to retrieve Subscriber’s data and provide the Service. Import capability will be provided in a specified format where API access is not available. Specifically, Licensor will need access certain of the Subscriber accounts such as the following: (1) order management software (e.g., ChannelAdvisor), (2) customer relationship management (CRM) system (e.g., Salesforce), project management software (e.g., Microsoft Project, etc.), and (3) accounting software (e.g., Quickbooks, Deltek, etc.).

4.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

4.7 Subscriber acknowledges and agrees that Licensor may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

4.8 Licensor may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third-party products and services. Subscriber agrees that Licensor has no liability arising from Subscriber’s use of any integrations or arising from the third-party products and services. Licensor can modify or cancel the integrations at any time without notice.

4.9 As between Licensor and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Subscriber, not Licensor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Content, and Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content.

4.10 Subscriber grants to Licensor a non-exclusive, royalty free right and license during Subscriber’s use of the Service, to use the Content for the purpose of providing the Service and performing Licensor’s obligations under this Agreement. Upon Subscriber’s consent via Licensor’s opt-in procedure, such rights shall also include permission for Licensor to generate and publish aggregate, anonymized reports on system usage and Content trends and type. Subscriber shall, during such opt-in period, have access to the aggregate, anonymized reports.

4.11 Technical support for the Service is available to Authorized Users with active subscriptions, in accordance with the service level set forth on the Order Form and is incorporated herein by reference. Support may be contacted at support@nueinformation.com or other contact information on the Order Form. Support is provided during normal business hours from Monday through Friday (8:30 a.m. through 5:30 p.m. EST) excluding holidays.

5. Protection of Proprietary Information

5.1 In order to protect the rights of Licensor in its Proprietary Information, Subscriber agrees to take all steps necessary to maintain the confidentiality, secrecy, and proprietary nature of the Service. Subscriber shall not, without Licensor’s prior written consent, disclose, provide, or make available any of the Proprietary Information in any form to any person, except to its bona fide employees whose access is necessary to use the Service and who are designated as Authorized Users. For the purposes of this Agreement, “Proprietary Information” means the Service, Licensor’s trade secrets, technology and documentation, and any other information identified or reasonably identifiable as confidential and proprietary information of Licensor, excluding any information which: (a) is or becomes publicly available through no act or failure of Subscriber; (b) was or is rightfully acquired by Subscriber from a source other than Licensor prior to receipt from Licensor; or (c) is disclosed by Subscriber in response to a valid court order; provided that Subscriber takes reasonable measures to assure confidential treatment of such information to the maximum extent possible, and notifies Licensor regarding the court order as soon as possible so that Licensor may seek a protective order. Proprietary Information shall at all times remain the sole and exclusive property of Licensor.

6. Security and Access

6.1 Subscriber will be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of Content provided to the Service.

6.2 Subscriber will implement policies and procedures to prevent unauthorized use of Usernames and passwords, and will promptly notify Licensor upon suspicion that a Username or password has been lost, stolen, compromised, or misused.

6.3 Subscriber shall report to Licensor, with all relevant details, any event that Licensor reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content or the Service (a “Security Breach”). Subscriber shall make such report within 72 hours after learning of the Security Breach.

6.4 In the event of a Security Breach, Subscriber shall (a) cooperate with Licensor to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Licensor in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Licensor in any litigation or investigation against third parties that Licensor undertakes to protect the security and integrity of the Service; and (d) use commercially reasonable efforts to mitigate any harmful effect of the Security Breach.

7. Payment, Refunds and Subscription Changes

7.1 Licensor charges and collects in advance for use of the Service. Subscriber shall prepay an annual subscription fee in the amount specified on the Order Form. Subscriber must provide Licensor with a valid credit card payment authorization or other acceptable form of payment as a condition to signing up for the Service. Upon receipt of Subscriber’s executed Order Form, Subscriber’s authorized credit card or bank authorization will be charged the first year of subscription fees, and will again be charged the annual subscription fee each renewal year thereafter. All charges are final and non-refundable. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber, or cancellation or termination of this Agreement.

7.2 All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes which Subscribers agree to pay based on where the Subscriber is primarily domiciled. If Licensor has the legal obligation to pay or collect taxes for which Subscriber is responsible under this Section, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.3 The amount charged on the next annual billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

7.4 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.

8. Cancellation and Termination

8.1 Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription with 60 days’ prior written notice. Cancellation notice shall be made in accordance with Section 12.6 Notice or via confirmed receipt email to cancel@nueinformation.com. Cancellations shall not be accepted by any other means.

8.2 Licensor in its sole discretion has the right to immediately terminate the Service and this Agreement, without notice, for actions that (a) are in material violation of this Agreement or (b) create a Security Emergency. In addition, if Subscriber or any Authorized User breaches any provision of this Agreement, Licensor may provide written notice to Subscriber stating the nature and character of the breach and allowing Subscriber ten (10) days from the date of the notice (the “Cure Period”) to cure the breach. If the breach is not corrected within the Cure Period, Licensor shall have the right to suspend the Service and/or terminate this Agreement effective upon notice of suspension or termination to Subscriber. Licensor reserves the right to impose a reconnection fee in the event Subscriber is suspended and thereafter requests access to the Service.

8.3 The subscription fee for the Service is based on Subscriber’s commitment to purchase and pay for a specified number of Authorized Users having access to the Service for the entire term set forth in the Order Form. Subscriber acknowledges and agrees that it is impossible to calculate Licensor’s loss if the Agreement is terminated prior to the end of the term set forth on the Order Form. Therefore, to compensate Licensor for such a loss, Subscriber shall pay Licensor an early termination charge in an amount equal to the monthly equivalent of three (3) months of the current Term.

8.4 Upon cancellation or termination of Service for any reason, and upon Subscriber’s written request, Licensor will provide a file with company data within 30 days following the effective date of cancellation or termination. After such 30-day period, Licensor may permanently delete all Subscriber Content, data or reports from the Service. Access to the Service shall cease upon the effective date of such cancellation or termination.

8.5 Sections 3 (License Restrictions), 5 (Protection of Proprietary Information), 6 (Security and Access), 7 (Payment, Refunds and Subscription Changes), 8 (Cancellation and Termination), 9 (Limitation of Liability), 10 (Disclaimer of Warranties), 11 (Indemnification), 12 (Miscellaneous), and all other provisions of this Agreement that by their nature extend beyond the termination of this Agreement, shall survive the cancellation or termination of this Agreement.

9. Limitation of Liability

9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO SUBSCRIBER OR ANY AUTHORIZED USER OR ADMINISTRATORS FOR ANY DAMAGES, UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHICH EXCEED THE AMOUNT OF FEES PAID BY SUBSCRIBER FOR THE SERVICE PURSUANT TO THIS AGREEMENT WITHIN THE TWELVE MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE.

9.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

9.3 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY LICENSOR TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

9.4 ANY CAUSE OF ACTION OR CLAIM SUBSCRIBER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

9.5 LICENSOR’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SUBSCRIBER WILL SOLELY BE RESPONSIBLE FOR ANY DAMAGE AND/OR LOSS OF CONTENT CAUSED, IN WHOLE OR IN PART, BY A FAILURE OF SUBSCRIBER’S ELECTRONIC EQUIPMENT AND/OR SUBSCRIBER’S COMPUTER SYSTEM.

9.6 SUBSCRIBER ACKNOWLEDGES THE RISK THAT INFORMATION AND THE CONTENT STORED AND TRANSMITTED ELECTRONICALLY THROUGH THE SERVICE MAY BE INTERCEPTED BY THIRD PARTIES. SUBSCRIBER AGREES TO ACCEPT THAT RISK AND WILL NOT HOLD LICENSOR OR LICENSOR’S SERVICE PROVIDERS LIABLE FOR ANY LOSS, DAMAGE, OR INJURY RESULTING FROM THE INTERCEPTION OF INFORMATION OR CONTENT.

10. Disclaimer of Warranties

10.1 THE SERVICE IS PROVIDED TO SUBSCRIBER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY LICENSOR, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

10.2 LICENSOR MAKES NO WARRANTY THAT ITS SERVICES WHEN PROVIDED TO SUBSCRIBER IN DIGITAL OR ELECTRONIC FORMAT WILL BE COMPATIBLE WITH SUBSCRIBER’S COMPUTER AND/OR OTHER EQUIPMENT, THAT THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR THAT THESE SERVICES WILL BE SECURE OR ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NOR DOES LICENSOR MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE.

11. Indemnification

11.1 Subscriber hereby agrees to defend, indemnify and hold harmless Licensor and its directors, officers, employees, agents, equity holders, affiliates, service providers and customers from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to Subscriber’s or any Authorized User’s: (a) breach of this this Agreement, (b) negligent acts or omissions, (c) use or misuse of the Service, or (d) use of Content that infringes the rights of, or has caused harm to, a third party. Licensor will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber shall undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Licensor. Licensor reserves the right to participate in the defense of the claim, suit, or proceeding, at Licensor’s expense, with counsel of Licensor’s choosing.

12. Miscellaneous

12.1 Force Majeure. Neither party shall be deemed to be in breach of this Agreement as a result of, or liable to the other for, any delays in the performance of its obligations hereunder (except for the payment of money due under this Agreement) caused by fire, explosion, act of God, strikes, war, riot, acts by government or any other cause beyond the reasonable control of such party, provided that each party gives the other party written notice promptly and uses commercially reasonable efforts to cure the delay. If the delay continues for a period in excess of two (2) months, either party shall be entitled to terminate this Agreement upon written notice to the other party.

12.2 Export. Licensor makes no representation that the Service is appropriate or available for use in locations outside the United States of America. If Subscriber or Authorized User uses the Service from outside the United States of America, Subscriber is solely responsible for compliance with all applicable trade compliance laws, including without limitation export and import regulations of other countries.

12.3 Assignment. Subscriber may not directly or indirectly assign, delegate or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of Licensor, which consent shall be at Licensor’s sole discretion. Licensor may directly or indirectly assign, delegate or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the consent of Subscriber. Any purported assignment or transfer in violation of this Section shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.4 Choice of Law / Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule. The parties hereby consent to personal jurisdiction of the courts of the State of Maryland with respect to any legal action to enforce the terms and conditions of this Agreement or otherwise arising under or with respect to this Agreement, and agree that the Circuit Court for Howard County, Maryland, or, if applicable, United States District Court for the District of Maryland, shall be the sole and exclusive venue, and the State of Maryland shall be the sole forum, for the bringing of such action. The prevailing party shall be entitled to recover all of its reasonable attorneys’ fees, expenses and costs, including such costs that might not otherwise be recoverable as costs in the absence of this Agreement.

12.5 Injunctive Relief. Subscriber acknowledges and agrees that if Subscriber or any Authorized User breaches any obligation hereunder, Licensor may suffer immediate and irreparable harm for which monetary damages alone shall not be a sufficient remedy, and that in addition to all other remedies that Licensor may have, Licensor shall be entitled to seek injunctive relief, specific performance or any other form of relief, including but not limited to equitable relief, to remedy a breach or threatened breach hereby by Subscriber or any Authorized User and to enforce this Agreement. Subscriber hereby waives any and all defenses and objections it may have on grounds of jurisdiction and venue, including, but not limited to, lack of personal jurisdiction and improper venue, and waives any requirement for the securing or posting of any bond in connection with such remedy.

12.6 Notice. Licensor may give notice by means of a general notice on the Service, electronic mail to Subscriber’s or Authorized User’s email addresses on record in Licensor’s account information, or by written communication sent by first class postage pre-paid mail or delivered by a nationally recognized overnight delivery service to Subscriber’s address on record in Licensor’s account information. Such notice shall be deemed to have been received by Subscriber upon expiration of 48 hours after mailing or posting (if sent by first class mail or delivery service) or 12 hours after sending (if sent by email). Subscriber may give notice to Licensor by letter by written communication sent by first class postage pre-paid mail or delivered by a nationally recognized overnight delivery service to Licensor at: 7160 Columbia Gateway Drive, Suite 200, addressed to the attention of Chief Financial Officer.

12.7 Severability. If any provision of this Agreement is adjudged by a court to be invalid, void or unenforceable, the parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question will be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that this Agreement shall in any event otherwise remain valid and enforceable.

12.8 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

12.9 Integrated Agreement. This Agreement, together with any applicable Order Form(s), constitutes the entire agreement between Subscriber and Licensor and governs Subscriber’s and Authorized Users’ use of the Service, superseding any prior agreements between Subscriber and Licensor (including, but not limited to, any prior versions of this Agreement).

12.10 Amendment. Licensor reserves the right to unilaterally amend this Agreement. In such event, Licensor will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered Subscriber’s acceptance of any new or modified terms.