GenAuth Subscription Agreement

1. Service and Professional Services.

1.1. GenAuth’s Obligations.

GenAuth shall make the Service available to Customer pursuant to this Agreement and the applicable Order Form during the Term, and grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable (except as expressly permitted in Section 12.1) right during the Term to allow its Users to access and use the Service in accordance with the Documentation, solely for Customer’s business purposes. Customer agrees that its purchase of the Service or the Professional Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by GenAuth with respect to future functionality or features. GenAuth will comply with all applicable Laws in its provision of the Service. GenAuth shall use commercially reasonable efforts to make the Service available to Customer 24 hours a day, 7 days a week, every day of each year (except for any unavailability caused by a Force Majeure event).

1.2. Customer’s Obligations.

a) Customer is responsible for all activities conducted under its and its Users’ logins to the Service. Customer shall use the Service in compliance with this Agreement, the applicable Order Forms, Documentation, and all applicable Laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or make it available to anyone other than its Users; (ii) send or store in the Service any personal health data, credit card data, personal financial data or other such sensitive data; (iii) send or store infringing or unlawful material in connection with the Service; (iv) send or store Malicious Code to the Service; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or the data contained therein; (vi) modify, copy or create derivative works based on the Service, or any portion thereof; (vii) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the Service the name of GenAuth and any copyright or other notices appearing in or on the Service or which may be required by GenAuth at any time.

b) Any use of the Service in breach of this Agreement, Documentation or Order Forms by Customer or Users that in GenAuth’s judgment threatens the security, integrity or availability of the Service may result in GenAuth’s immediate suspension of Customer’s access to the Service; however, GenAuth will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.

1.3. Professional Service (Custom Development Engineer).

Customer and GenAuth may enter into Statements of Work that describe the specific Professional Services to be performed by GenAuth. If applicable, while on Customer premises for Professional Services, GenAuth personnel shall comply with reasonable Customer rules and regulations regarding safety, and conduct made known to GenAuth, and will, at Customer’s reasonable request, promptly remove from the project any GenAuth personnel not following such rules and regulations.

2. Security and Support.

2.1. Security.

GenAuth shall maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Service and the Customer Data.

2.2. Support Services.

During the Term, GenAuth shall provide Support Services to Customer in accordance with GenAuth’s then-current support policy, and as identified in an Order Form. In the event that the level of support is not identified in the Order Form, Customer shall receive a “Developer” level of support that is included in the Service at no additional cost. Any updates or modifications to the Support Services will not materially diminish GenAuth’s responsibilities under the support policy during the Term.

2.3. Confidentiality.

Each party agrees to protect the Confidential Information (as defined below) of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than a reasonable standard of care. A party shall not: (i) disclose or use any Confidential Information of the other party for any purpose outside the scope of this Agreement, except with the disclosing party’s prior written permission and (ii) disclose or make the other party’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Confidential Information shall not include any information that (a) is or becomes generally known to the public, other than as a result of the act or omission of the receiving party; (b) were rightfully known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (c) is lawfully received from a third party without breach of any obligation owed to the other party; or (d) was independently developed by a party without breach of any obligation owed to the other party. If a party is compelled by law to disclose Confidential Information of the other party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it.

3. Ownership, Feedback, and Statistical Usage Data.

3.1. Customer Data.

As between GenAuth and Customer, Customer owns its Customer Data. Customer grants to GenAuth, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data, as reasonably necessary for GenAuth to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, GenAuth acquires no right, title or interest in any Customer Data. Customer shall be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data.

3.2. GenAuth Ownership of the Service.

Except for the rights expressly granted under this Agreement, GenAuth and its licensors retain all right, title, and interest in and to the Service, Documentation and Professional Services, including all related intellectual property rights inherent therein. If Customer purchases Professional Services, GenAuth grants to Customer a worldwide, non-exclusive, non-transferable (except as expressly permitted in Section 12.1), non-sublicensable right to use the Professional Services solely for Customer’s use with the Service. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

3.3. Feedback.

GenAuth shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into its products and services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the features, functionality or operation of the Service, or the Professional Services (“Feedback”). GenAuth shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback.

4.4. Statistical Usage Data.

GenAuth owns the statistical usage data derived from the operation of the Service, including data regarding web applications utilized in connection with the Service, configurations, log data, and the performance results for the Service (“Usage Data”). Nothing herein shall be construed as prohibiting GenAuth from utilizing the Usage Data for purposes of operating GenAuth’s business; provided that the Usage Data shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer or any User(s) to any third party.

4. Fees, Expenses, and Taxes.

4.1. Fees.

Customer agrees to pay GenAuth all fees set forth in the oder form in accordance with this Agreement and the Order Form. If not otherwise specified on an Order Form, all such Fees (except Fees subject to a good faith dispute) will be due within thirty (30) days of date of invoice. Except as otherwise specifically provided in this Agreement, all Fees paid and payable to GenAuth hereunder are non- cancelable and non-refundable. All Fees are based on access rights acquired and not actual usage. If Customer fails to pay any amounts due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law, (i) GenAuth reserves the right to suspend the Service upon thirty (30) days written notice, until such amounts are paid in full, and (ii) GenAuth will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Law until Customer pays all amounts due; provided that GenAuth will not exercise its right to charge interest if the applicable charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the issue.

4.2. Expenses.

Unless otherwise specified in the applicable Statement of Work, upon invoice from GenAuth, Customer will reimburse GenAuth for all pre-approved, reasonable expenses incurred by GenAuth while performing the Professional Services, including without limitation, transportation services, lodging, and meal and out-of-pocket expenses related to the provision of the Professional Services. GenAuth will include reasonably detailed documentation of all such expenses with each related invoice.

4.3. Taxes.

Fees do not include and may not be reduced to account for any taxes including any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on GenAuth’s net income or property) unless Customer provides GenAuth with a valid tax exemption certificate authorized by the appropriate taxing authority.