TERMS OF SERVICE AGREEMENT

This Online License Agreement ("Agreement"), entered into by and between Nickware Company, LLC DBA Sengii (“Sengii”), a North Carolina limited liability company, and the customer identified on the signature line (“Subscriber”), governs the order, provision and use of the Sengii  services, which may include the following: (i) an online version of Sengii’s hosted community platform, (ii) marketing automation and analytics services, (iii) Conference App, (iv) Event Attendance Verification,  (v) Audience Response System, (vi) Social Wall, (vii) Webcast Attendance and Interactivity Verification, (vii) Integration services, (viii) Strategy and Technology Consulting and (ix) other cloud-based service offerings described on the Statement of Work (collectively, the "Software Services"). From time to time, Sengii and Subscriber may add modules to, and may adjust quantities and other terms set forth in, a Statement of Work. The terms and conditions of the Statement of Work, and any adjustments and modules thereto, are and shall be incorporated herein by reference. In the event of any conflict between the terms of this Agreement and the terms of a Statement of Work, the terms of the Agreement shall control unless the Statement of Work indicates the specific provision(s) of this Agreement that it overrides. 

1. License Grant and Restrictions; Professional Services. 

a. Software Services. Subject to Subscriber's compliance with the terms of this Agreement and the Statement of Work, including, without limitation, the timely payment of Fees as described in Section 6 ("Fees and Payment"), Sengii hereby grants to Subscriber a worldwide, non-exclusive, non-transferable, revocable right (without the right to grant sublicenses), during the Term, to access and use (and to enable its employees, consultants and other authorized users (collectively, the "Users") to use) the Software Services for Subscriber’s internal business purposes only in accordance with the terms of this Agreement and the Statement of Work. The foregoing license right shall include any updates, upgrades, modifications, corrections and other changes made by Sengii to the Software Services during the Term. 

b. Subscriber Data. Subscriber hereby grants to Sengii a non-exclusive, non-transferable license to store, process and use Subscriber Data (as defined at Section 4) for the purpose of providing the Software Services, including for the purpose of generating Derived Data as described at Section 4(c) below. 

c. Restrictions. Subscriber shall not, and shall not directly or indirectly permit any third party to: 

(a) license, sublicense, sell, resell, transfer, lease, rent, assign, distribute or otherwise make available to any third party, other than its Users, the Software Services; (b) copy, modify or make derivative works of the Software Services; (c) reverse engineer, disassemble or reverse compile the Software  Services; or (d) access or use the Software Services in order to: (i) design, develop, build, market or support a competitive product or service; (ii) design, develop, build, market or support a product using  similar ideas, features, functions or graphics of the Software Services; or (iii) copy any ideas, features, functions or graphics of the Software Services.  

d. Acceptable Use Policies. Subscriber and its Users shall not, directly or indirectly, and shall not permit any third party to: (i) access or use the Software Services, in whole or in part, except as expressly provided in this Agreement or in a Statement of Work; (ii) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws (as defined in Section 3 below); (iii) use the Software Services to harvest or collect e-mail addresses or other contact information of third parties by any means for the purposes of sending unsolicited e-mails or other unsolicited communications; (iv) use automated scripts to collect information from or otherwise interact with the Software Services; (v) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or  tortious material, including material harmful to children or that violates third party privacy rights; (vi)  use the Software Services to send or store material containing viruses, worms, Trojan horses or  other harmful or malicious computer code, files, scripts, agents or programs; (vii) interfere with or  disrupt the integrity or performance of the Software Services or the data contained therein; (viii)  attempt to gain unauthorized access to the Software Services or its related systems or networks; or (ix)  use the Software Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Software Services. Subscriber acknowledges that, in the event of a violation  of the foregoing restrictions, Sengii shall have the right to suspend, restrict or terminate any User account associated with the restricted activity, or this Agreement, as appropriate; provided that  such right or any such suspension by Sengii shall not constitute a waiver of Subscriber’s responsibility for User conduct. 

e. Third-Party Software. Certain third-party services and applications are made available to Subscriber on the Sengii platform, to include applications developed for their integration with the Software Services, and are otherwise provided by Sengii as a component of and/or for use with the Software Services (“Third-Party Software”). Such Third-Party Software shall be deemed to be incorporated within the Software Services for the purposes of this Agreement, and shall be incorporated into the license grant set forth herein, except to the extent either (i) expressly provided to the contrary in this Agreement or a Statement of Work, and/or (ii) a User is required to enter into separate terms and conditions relating to such Third-Party Software. Subscriber acknowledges and agrees that Sengii is not responsible for Subscriber’s use of, nor for any damage or loss caused or alleged to be caused by or in connection with Subscriber’s enablement,  access or use of, any Third-Party Software that Subscriber has elected to integrate into the  Software Services and/or that is subject to separate terms and conditions. Sengii does not provide any warranties whatsoever for such Third-Party Software, and is not responsible for providing technical  support therefore.  

f. Professional Services. Sengii shall perform professional services relating to the Software Services (the "Professional Services") in the form, type and manner provided in a Statement of Work, to include, without limitation, data integration services. 

2. Access and Availability. 

a. User Access. Sengii shall provide Subscriber an administrator password and login code, and Subscriber shall permit User access through a browser interface with a user ID and password. Subscriber may establish such user accounts ("User Accounts") as Subscriber sees fit subject to the terms of this Agreement. Subscriber will require each User to keep passwords used to access the Software Services confidential and not authorize any third party to access or use the Software Services on their behalf. Subscriber may, at Subscriber's sole discretion, elect to configure the Software Services to provide Sengii personnel access to Subscriber's platform. 

b. Service Availability. Sengii will use its commercially reasonable efforts to: (a) maintain the security of the Software at a level that is reasonable in its industry; (b) ensure that the Software is available 99.5% monthly to the Subscriber and performing substantially in accordance with the online help documentation (where applicable); (c) monitor the system 24/7; except for: (i) scheduled downtime for maintenance; and (ii) downtime caused by circumstances beyond the reasonable control of Sengii. The parties understand and agree that the foregoing states Sengii’s sole liability to Subscriber and any third party with respect to the availability of the Software. Sengii contracts with third party service providers to provide network and internet services that provide the backbone for the Software Services provided by Sengii (the “Network Providers”). All bandwidth and performance levels and downtime for Software Services are subject to the terms of any applicable service level agreement between Sengii and the Network Providers.

 3. Subscriber's Responsibilities. 

a. End User Terms and Compliance. Subscriber acknowledges that Users may be subject to the terms of applicable click-through and other user licenses, privacy terms, terms of use, acceptable use policies (including as referenced at Section 1(d)) and other policies imposed by Sengii on all users of the Software Services, as the case may be. Subscriber covenants and agrees to implement and maintain the terms and conditions that govern each User’s use of the Software Services, and shall ensure that each User shall abide by all applicable local, state, national and foreign laws, directives, treaties and regulations of all government authorities (collectively, "Applicable Laws"), including, but not limited to, those related to data privacy, international communications and the transmission of technical or personal data. Subscriber acknowledges that Sengii shall be entitled to update and modify the terms of its policies from time to time; provided that such policies, except to the extent required by law or applied to all Sengii subscribers, shall not adversely impact the rights of Subscriber. In the event that a policy update or modification materially adversely impacts Subscriber’s rights, Subscriber shall provide not less than thirty (30) days’ written notice thereof, and, upon expiration of such thirty day period, Sengii may elect to amend or waive Subscriber’s compliance obligation, and, if no such amendment or waiver is made, Subscriber may elect to terminate the Statement of Work or this Agreement. 

b. User Accounts. Subscriber shall be solely responsible for: (i) all activity occurring under each User Account, (ii) the security and confidentiality of each User Account ID, (iii) all costs, fees, liabilities or damages incurred through use of each User Account ID, and (iv) all hardware, software and other equipment necessary for each User to connect to, access and use the Software Services. 

c. E-Mail Marketing Content. Subscriber is solely and exclusively responsible for the content of all messages, Subscriber e-mailing lists and Subscriber mailings. Subscriber agrees to “unsubscribe” or otherwise remove any recipient from its e-mailing lists immediately upon receipt of a request from a recipient or Sengii to do so. Subscriber agrees to import any existing unsubscribe and/or suppression lists prior to publishing a mailing. Sengii may place a logo image and an “unsubscribe” message on the bottom of all mailings sent by Subscriber. Subscriber specifically agrees, without limitation, not to provide messaging services for any third parties or as a service bureau.

d. Support Requests; updates. After the date on which the Software Services are first made available to Subscriber, Subscriber may submit support requests through the Sengii website for support tickets or email help@sengii.com. Requests outside of normal Software Services support will be billed at the then-current hourly rate. Subscriber acknowledges that operation of the Software Service may rely upon the integration and interface of the Software Services with data sources and applications supplied and maintained by Subscriber. In the event of any change to such data sources, applications or interfaces that have been supplied or maintained by Subscriber, Subscriber shall provide not less than sixty (60) days’ advanced, written notice of such change to Sengii. Sengii covenants and agrees to undertake commercially reasonable efforts to update, modify and/or adapt the Software Services on the basis of any such data integration; provided that Sengii may reasonably require Subscriber to enter into a Statement of Work or other agreement and to pay additional, mutually agreeable fees pertaining to such work. 

4. Data Rights. 

a. Subscriber Data. While using the Software Services, Subscriber and Users may have the opportunity to input data, information and materials ("Subscriber Data"). Subscriber agrees that Subscriber Data shall not contain social security numbers, financial account information, public health information, driver's license numbers, payment card data or similarly sensitive information (collectively, "Sensitive Data"), and that any controls or inputs required by Subscriber will not solicit Sensitive Data. Further, by using the Software Services, Subscriber confirms that it will not input, and will not solicit Users to input, Sensitive Data or otherwise use the Software Services in a manner that could give rise to obligations under the Health Insurance Portability Act of 1996, the Gramm-Leach-Bliley Act or other applicable laws relating to Sensitive Data or personal information. All Subscriber Data is, or shall be, and shall remain the property of Subscriber. Without Subscriber’s prior written approval (but subject to Sections 4(b) and 4(c) below, and the remainder of this Section 4(a)), Subscriber Data shall not be: (i) used by Sengii other than for the sole purpose of and to the extent necessary to provide the Software Services to Subscriber; (ii) disclosed, sold, assigned, leased or otherwise provided to third parties by Sengii or its agents or subcontractors except as necessary to provide the Software Services to Subscriber; or (iii) commercially exploited by or on behalf of Sengii or its agents or subcontractors. Additionally, the parties understand and agree that Sengii shall have the right to access and use Subscriber Data for the limited purpose of managing Sengii's data network and in order to support and update the Software Services. Subscriber accepts any and all  liability for claims arising out of or related to Sensitive Data. Unless otherwise indicated on a Statement of Work, Sengii’s access to Sensitive Data will be similarly limited during its performance of Professional Services.  

b. Collected Data. Sengii may collect and maintain publicly available information and data and third-party data from various sources (to include aggregated or de-identified data from other customers) (collectively, the “Collected Data”) for use while performing the Software Services for Subscriber. Relative to Subscriber, all Collected Data is or shall be, and shall remain, the property of Sengii. 

c. Derived Data. Sengii may generate or develop information and data (collectively, the “Derived Data”) resulting from the manipulation or analysis of Subscriber Data and Collected Data based upon its operation and provision of the Software Services, along with any associated databases, algorithms, external data, calculations and other processes, methods or tools used by Sengii and/or its software platform. Derived Data shall be deemed to include the aggregated, de-identified and statistical information collected by Sengii from the operation of the Software Services and processing, manipulation and analysis of Customer Data, including, without limitation, the number of records, the number and types of transactions, configurations, reports processed in the Software Services, and performance results for the Service. All Derived Data (and, in relation to Subscriber for purposes of this Agreement, all external data) is, or shall be, and shall remain the property of Sengii. Sengii understands and acknowledges that Subscriber may use, manage, modify, summarize, maintain, create derivative works of, and update Derived Data. Subscriber acknowledges that during and after the Term of the Agreement: (i) Sengii may retain and use Derived Data for purposes of providing the Software Services to Subscriber and to third-party customers, and for conducting research, development and product improvement efforts; (ii) Sengii may share Derived Data with any third-party service providers, providing services to Sengii or collaborating with Sengii, subject to obligations of confidentiality; (iii) Sengii may disclose Derived Data if required under applicable law, regulation or court order, consistent with the requirements of Section 9 (Confidential Information); and (iv) Sengii may use and share with third parties any Derived Data in aggregated or de-identified form such that the source of such data cannot be identified. Subscriber acknowledges that Derived Data may be commercially exploited by or on behalf of Sengii for commercial purposes, subject to the restrictions set forth in this Agreement.

d. Quality of Data; Compliance. The parties understand and agree that Subscriber shall have sole responsibility for: (a) the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Subscriber Data; (b) Subscriber's and each User's deletion of, destruction of or failure to store any Subscriber Data; (c) ensuring Users do not provide Subscriber Data that contains any Sensitive Data; and (d) enforcing the terms and conditions that govern each User's use of the Software Services, as applicable. In addition, Subscriber hereby represents, warrants and covenants that all Subscriber Data was and will be created, collected, used, disclosed, maintained, stored and transmitted by Subscriber in compliance with all Applicable Laws. Subscriber shall not, and shall cause each User to not, provide export-controlled material, provide export-controlled services, or engage with prohibited third parties pursuant to this Agreement. 

e. Data Retrieval and Deletion. If requested by Subscriber during the Term of this Agreement and to the extent available, Sengii will make available to Subscriber, within thirty (30) days from receipt of Subscriber’s request and subject to payment by Subscriber of a reasonable charge, a file of Subscriber Data in an industry-standard format. Following the termination or expiration of this Agreement or a Statement of Work, Sengii will delete any Subscriber Data not later than thirty (30) days following such expiration or termination. 

5. Intellectual Property; Indemnification. 

a. Software Services IP. Sengii, and where applicable its licensors, own all right, title and interest, including all related intellectual property rights, in and to the Software Services, Collected Data and Derived Data, subject only to the licenses expressly granted to Subscriber in this Agreement. Subscriber acknowledges and agrees that any proprietary information and know-how, techniques, algorithms, and processes provided by or contained in the Software Services, Collected Data and/or Derived Data, or any modification, component or extraction thereof, constitute trade secrets, Confidential Information and other intellectual property rights of Sengii or its suppliers and shall only be used by Subscriber in accordance with the terms and conditions of this Agreement. Therefore, Subscriber shall protect such trade secrets and confidential information in accordance with the requirements of this Agreement. The Parties will not jointly create any Intellectual Property Rights. Sengii shall own and possess exclusive rights to any improvements, modifications, enhancement or upgrades made to the Software Services during the Term hereof. If the Parties wish to intentionally  jointly develop any intellectual property rights, ownership of and agreements concerning such  development will be detailed in a separate written agreement entered into by the Parties prior to  the start of any such development.  

b. Indemnification for Infringement. 

(i) Sengii will indemnify, defend, and hold harmless Subscriber from and against any loss, liability, damage or expense (including reasonable attorneys’ fees) that are finally awarded by a court of competent jurisdiction or agreed to by Sengii in settlement in connection with Subscriber’s defense of any third party claims, demands, suits or proceedings alleging that Subscriber’s use of the Software Services, in whole or in part, when used in accordance with documentation or other instructions from Sengii, directly infringes any copyright or trade secret right arising under United States law (a “Claim”) and, provided that: (a) Subscriber promptly notifies Sengii in writing of such Claim with reasonable details setting forth why Subscriber believes that Sengii has an indemnity obligation; (b) Subscriber accords Sengii, at Sengii’s choice, sole control of the defense and/or settlement of the Claim; and (c) Subscriber furnishes to Sengii, at Sengii’s request, all relevant information available to Subscriber and reasonable cooperation and assistance in defense and settlement of the Claim. 

(ii) Sengii shall not be required to indemnify Subscriber to the extent a Claim relating to subsection (b)(i) above arises out of, and would not have occurred but for, any of the following exclusions: (a) modification of the Software Services by Subscriber or its employees, consultants, contractors or other representatives in conflict with Subscriber’s obligations or as a result of any  prohibited activity as set forth herein; (b) use of the Software Services in a manner  inconsistent with Sengii’s documentation or the rights granted herein; or (c) use of the Software Services in combination with any hardware, software or other products or services not provided or otherwise authorized by Sengii. If Subscriber is enjoined from using the Software Services or Sengii reasonably believes it will be enjoined, Sengii shall have the right, at its sole option, to obtain for Subscriber the right to continue use of the Software Services or to replace or modify the Software Services so that they are no longer infringing. If neither of the foregoing options is reasonably available to Sengii, then use of the Software Services may be terminated at Sengii’s option and Sengii’s sole liability shall be to refund any prepaid fees for the Software Services that were to be provided after the effective date of termination. 

This Section 5(b) constitutes the Subscriber's sole and exclusive remedy and Sengii's only liability in respect of claims of intellectual property infringement. 

6. Fees and Payment. 

a. Invoicing; Payments. Unless otherwise provided in an applicable Statement of Work, Sengii shall invoice Subscriber quarterly in advance for any recurring amounts due pursuant to a Statement of Work. Subscriber shall pay all amounts owed to Sengii hereunder (collectively, "Fees") within thirty (30) days of the invoice date without setoff, counterclaim or deduction, except for amounts disputed in good faith by Subscriber pursuant to subsection (b) below. Orders for additional Software Services  licenses or Professional Services shall be subject to additional Fees and may be subject to additional  terms. 

b. Disputes; Suspension Right. Subscriber must notify Sengii in writing of any dispute within thirty (30) days of Subscriber’s receipt of an invoice, setting forth in reasonable details grounds for disputing the invoice. Sengii will investigate and resolve any dispute raised by Subscriber within sixty (60) days. If the parties determine that Subscriber owes any portion of the disputed amount, Subscriber shall have thirty (30) days from the date of the resolution of the dispute to pay such amount, which will not bear interest or late charges until the expiration of the thirty (30) day period. Subscriber understands and agrees that its failure to pay undisputed Fees when due shall give Sengii the right to suspend access to the Software Services and may be treated as a material breach of this Agreement pursuant to the terms of Section 7 ("Term and Termination"). 

c. Fee Increases; Limitations. The Fees shall remain as stated for one year from the date of signature of this Agreement. On the anniversary of the date of signature of this agreement, Sengii may increase such Fees by up to ten percent (10%) from the prior Fees upon not less than sixty (60) days’ written notice to Subscriber. Fees are calculated by Sengii based upon certain system resource usage assumptions ("Service Limits") set forth in the Statement of Work. In the event Sengii determines that Subscriber has exceeded applicable Service Limits, Sengii shall notify Subscriber, and Sengii shall have the right to impose additional commercially reasonable fees as set forth in the Statement of Work corresponding to such excess use. 

d. Taxes. If Sengii has the legal obligation to pay or collect taxes for which Subscriber is responsible, including but not limited to, sales, use, transfer, privilege, excise, and all other taxes and duties (“Taxes”) that are levied or imposed by the reason of performance of Sengii under this Agreement, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides Sengii with a valid tax exemption certificate authorized by the appropriate taxing authority and Subscriber agrees to pay, and to indemnify and hold Sengii harmless from, any such Taxes excluding taxes based on Sengii's net income, employees or property. 

7. Term and Termination. 

a. Term. The term ("Term") of this Agreement shall commence upon the signature date of the Agreement and shall continue until the Agreement is terminated by either party. Either party may  terminate this agreement, for any or no reason, by providing ninety (90) days prior written  notice to the other party.  

b. Termination or Suspension for Breach. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice describing the breach in reasonable detail. Non-payment by Subscriber of any amount due hereunder that has not been cured by the date that is ten (10) business days past the due date therefore shall be deemed to constitute a material breach. “Business day” refers to any day other than a weekend, holiday or other day on which banking institutions are authorized or obligated by law or executive order to close. Sengii may elect to immediately suspend the Software Services during the pendency of any material breach; provided that any such suspension shall not constitute a waiver of Sengii’s right to terminate the Software Services or Statement of Work in accordance with the terms hereof.

c. Effect of Termination. In the event of any expiration or termination of this Agreement, all Statement of Work and all licenses granted to Subscriber shall immediately terminate. Subscriber agrees and acknowledges that in such case Sengii has no obligation to retain any Subscriber Data and may delete such Subscriber Data in accordance with the requirements of Section 4(e). The termination of this Agreement, whether for breach or otherwise, shall not affect any obligations or liabilities of the parties arising prior to the date of termination, including, without limitation, Subscriber’s obligation to pay Fees. 

8. Warranty. 

a. Software Services Warranty. Sengii represents and warrants that, during the Term, the Software Services will include the functionality set forth in the published specifications for the Software Services. As Subscriber’s sole and exclusive remedy for any breach of the foregoing limited warranty, Sengii will, in its sole discretion, either (i) use commercially reasonable efforts to remedy the nonconformity within a commercially reasonable period of time or (ii) terminate this Agreement and refund the prepaid fees for the unexpired remaining unused term. The Sengii warranties set forth above shall not apply to any nonconformities resulting from Subscriber’s or its Users’ acts or omissions or noncompliance with this Agreement or the documentation for the Software Services or resulting from any hardware, software, data, materials or other products or services not developed or provided by Sengii. 

b. Disclaimers. THE SOFTWARE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" BASIS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NO- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SENGII MAKES  NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, QUALITY, SUITABILITY,  AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE SERVICES OR ANY MATTER  WHATSOEVER. SENGII AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS; (C) ERRORS OR  DEFECTS IN THE SOFTWARE SERVICES WILL BE CORRECTED; OR (D) THE SOFTWARE SERVICES  OR THE SERVER(S) THAT HOST THE SOFTWARE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL  COMPONENTS. 

9. Confidential Information.

a. Definition. Sengii and Subscriber understand and agree that (a) any software utilized by Sengii in the provision of the Software Services and its respective source code; (b) Subscriber Data, Collected Data and Derived Data; (c) each party’s business or technical information, including, but not limited to, mailing lists, documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary, shall be deemed "Confidential Information." 

b. Exclusions. Nothing in this Agreement will prohibit or limit the receiving party’s use of the disclosing party’s Confidential Information that the receiving party can evidence by its written records (a) was previously known to it without an obligation not to disclose such information, (b) was independently developed by or for it without use of the disclosing party’s Confidential Information, (c) was acquired by it from a third party which was not, to the receiving party’s knowledge, under an obligation not to disclose such information, or (d) was or becomes publicly available through no breach of this Agreement. 

c. Protection. The receiving party will protect the confidentiality of the disclosing party’s Confidential Information in the same manner that it protects the confidentiality of its own similar information, but in no event using less than a reasonable standard of care. The receiving party will restrict access to the disclosing party’s Confidential Information to those of the receiving party’s and its Affiliates’ employees and contractors who have a need to know such Confidential Information in connection with performing is obligations or exercising its rights under this Agreement, provided that such parties are bound by obligations of confidentiality at least as restrictive as the terms of this Section. The foregoing obligations shall survive any expiration or termination of this Agreement. Notwithstanding the foregoing, the parties shall be entitled to access, use and process the Subscriber Data, Collected Data and Derived Data as set forth in Section 4.

d. Compelled Disclosure. A party may disclose the Confidential Information of the other party in the event such disclosure is required to be disclosed pursuant to court or government agency order or rule, and provided that, before disclosing any Confidential Information, such party provides reasonable notice of such order or rule, giving the other party opportunity to object to or limit such disclosure unless the party is prohibited from providing such notice under the applicable order or rule. 

e. Restrictions on Personal Information. Subscriber will exercise commercially reasonable efforts not to disclose or provide access to any Sensitive Data to Sengii (to include disclosure or access as Subscriber Data). In the event that Subscriber discloses or provides such access to Sengii, Sengii, except as otherwise expressly agreed in a writing executed by a duly authorized representative of each party, will have no duty with respect to such Sensitive Data. 

f. Publicity. Sengii may use Subscriber’s name, logo, and trademarks on Sengii websites and in social media for advertising and marketing the Software Services. Subscriber and Sengii may publicly refer to the other party as a service provider and customer, respectively. 

10. Data Security and Privacy.

11. Limitation of Liability. 

a. INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO A PARTY’S BREACH OF SECTION 9 ("CONFIDENTIAL INFORMATION"), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY  INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES  (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC  ADVANTAGE, LOSS OF GOODWILL OR COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES)  ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT OR THE SOFTWARE  SERVICES OR PROFESSIONAL SERVICES, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY  OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.  

b. LIMIT ON CUMULATIVE LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS AS SET FORTH HEREIN, (ii) RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, (iii) A BREACH OF SENGII’S DATA SECURITY OBLIGATIONS (WHICH ARE INSTEAD LIMITED PURSUANT TO SUBSECTION (c) BELOW, (iv) BREACH OF SECTION 9 ("CONFIDENTIAL INFORMATION"), OR (v) SUBSCRIBER’S PAYMENT OBLIGATIONS, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF A PARTY FOR ALL CLAIMS ARISING UNDER AND DURING THE ENTIRE TERM OF THIS AGREEMENT AND FOR ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO SENGII UNDER THIS AGREEMENT FOR THE SOFTWARE SERVICES DURING THE 12 MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT.

c. Data Security Breach Remediation Obligations. The foregoing limitation in (b) above shall not apply to Sengii’s liability for a Security Breach. In the event that any Security Breach is caused by Sengii’s breach of its data security and/or privacy obligations under this Agreement, Sengii’s sole liability shall be for the reasonable and documented costs incurred by Subscriber in connection with the following items: (a) out-of-pocket costs of any required forensic investigation to determine the cause of the breach, (b) providing notification of the security breach to applicable government and relevant industry self-regulatory agencies, and to individuals whose personal information may have been accessed or acquired, and (c) if and to the extent Sengii has approved, in writing, of the use by Subscriber and its Users of controls for the input of financial and credit information, providing credit monitoring service for one year to individuals whose personal information relating to such financial and credit information may have been accessed or acquired; provided that the foregoing shall not, in any event, exceed one million dollars ($1,000,000) in the aggregate. Sengii shall perform obligations relating to the restoration of Subscriber Data following a Security Incident from the latest available back-up files.  

12. Assignment. 

This Agreement and the obligations of Subscriber hereunder may be assigned by Subscriber in whole with the  prior written approval of Sengii to an organization that would have the same licensing fees as Subscriber and is not a competitor to Sengii. For the purposes of this Section 12 ("Assignment"), a change in the persons or entities who control fifty percent (50%) or more of the equity securities or  voting interest of Subscriber shall be considered an assignment of Subscriber's rights. Sengii's rights and obligations, in whole or in part, under this Agreement may be assigned by Sengii without consent to a third party upon delivery of written notice to Subscriber of such assignment, or otherwise  without consent to a successor-in-interest, whether by merger, reorganization or otherwise, or to a  purchaser of all or certain assets of Sengii; provided that Sengii provides notice of such assignment as soon as practicable. 

13. Survival. 

In the event of any expiration or termination of this Agreement, the provisions of Section 5  ("lntellectual Property"), Section 6 ("Fees and Payment"), Section 7 ("Term and Termination"), Section 8(b)  ("Disclaimers"), Section 9 ("Confidential Information"), Section 11 ("Limitation of Liability"), Section 13  ("Survival") and Section 14 ("General") shall survive and shall continue to bind the parties. 

14. AI Features (Artificial Intelligence).

15. General.