VERITO INC. VERTISHIELD WISP SERVICES AGREEMENT

1. DEFINITIONS

• 1.1. "Applicable Law" means all applicable laws, rules, and regulations.
• 1.2. "Confidential Information" means non-public information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally, or to which the other Party may have access, which: (a) a reasonable person would consider confidential, or (b) is marked "confidential" or "proprietary" or some similar designation by the disclosing Party.
• 1.3. "Content" means any documents, templates, guidance, roadmaps, reports, findings, audio or visual material, information, data, code, scripts or software, or other tangible or intangible material or deliverables of any type.
• 1.4. "Customer Materials" means any Content that Customer makes available to Verito in connection with the Services.
• 1.5. "Customer System" means any computer, network, application programming interface (API) or other system of any kind that Customer permits Verito to access in connection with the Services.
• 1.6. "Deliverables" means any Content provided by Verito to Customer in connection with the Services.
• 1.7. "Effective Date" means the latter date of the two signatures on the applicable Statement of Work.
• 1.8. "Fees" means the amount you owe to Verito for the Services as set forth in the applicable Statement of Work.
• 1.9. "Feedback" means any suggestions, enhancement requests, recommendations or other comments you, your employees, contractors, or agents provide to Verito regarding the Services.
• 1.10. "Force Majeure" means an unforeseen event beyond a Party's reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected Party takes reasonable and customary measures to avoid or mitigate such event's effects.
• 1.11. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights law, and all similar or equivalent rights or forms of protection, in any part of the world, in each case, for their full term and together with any renewals or extensions.
• 1.12. "Security Program" means all technical and organizational measures, policies, and procedures designed to ensure an appropriate level of security for the accounts, data, and systems in Customer's control.
• 1.13. "Services" means the VeritShield Written Information Security Plan (WISP) professional services and associated Deliverables provided by Verito to Customer under this Agreement or any SOW.
• 1.14. "Specifications" means the description and any other requirements for the Services set forth in a Statement of Work or this Agreement.
• 1.15. "Subcontractor" means a third party engaged by Verito to provide the Services to Customer.
• 1.16. "Statement of Work" or "SOW" means a document with the details of your Fees and Services which is agreed upon and signed by both Parties.
• 1.17. "Taxes" means taxes, duties, and other governmental charges including, but not limited to, federal, government, state and local sales, use, excise and value-added taxes (but excluding any taxes due on Verito's income, property or employees).

2. SERVICES AND DELIVERABLES

• 2.1. Provision of the Services: The Services are a professional advisory service designed to assist tax and accounting firms in developing, implementing, and maintaining a Written Information Security Program (WISP) in accordance with FTC and IRS regulations. Verito will provide the Services in a timely manner and provide each Deliverable no later than the delivery dates specified in the SOW. Verito will access Customer Systems and use Customer Materials solely to the extent necessary to provide the Services in accordance with this Agreement.
• 2.2. Subcontractors: Verito may use Subcontractors to provide the Services to Customer; provided that Verito will: (a) remain directly responsible to Customer for the acts and omissions of each Subcontractor; and (b) ensure each Subcontractor is bound in writing to terms equally as protective of Customer as the terms of this Agreement.
• 2.3. Review Period: Customer will have ten (10) days (the “Review Period”) following receipt of each Deliverable to review such Deliverable for material conformance to this Agreement and the Specifications. If Customer reasonably determines that a Deliverable is not in material conformance with this Agreement or the Specifications, it will so notify Verito and specify the nonconformance in reasonable detail (“Review Notice”). If Customer fails to issue a Review Notice within the Review Period, the applicable Deliverable will be deemed accepted.
• 2.4. Remediation: Verito will have thirty (30) days following receipt of a Review Notice to remedy the identified nonconformance and resubmit the Deliverable for subsequent review in accordance with this Section 2. If after resubmission, Customer determines that the Deliverable still does not materially conform to the Agreement or the Specifications, Customer may elect one of the following alternatives by notice to Verito: (i) extend the Review Period for further remedy and review in accordance with the procedure set forth above; or (ii) accept the Deliverable.
• 2.5. Services Disclaimer: Customer acknowledges and agrees that Verito: (a) does not certify or guarantee Customer or its Security Program’s compliance with FTC and IRS regulations or Applicable Law; (b) is not responsible or liable to Customer or any third party for any breach of Customer’s Security Program; and (c) does not act as Customer’s “Qualified Individual” (as defined by Applicable Law).
• 2.6. Use of Service as Acceptance of Terms: Your use of the Service constitutes your agreement and consent to these Terms. If you use the Service on behalf of a business, organization, or other entity, you represent and warrant that you have authority to legally bind that entity to these Terms, in which case the terms "you" and "your" will refer collectively to you personally and to the entity you represent. If you lack such authority or disagree with these Terms, you must immediately discontinue use of the Service.

3. CUSTOMER RESPONSIBILITIES

• 3.1. Use Restrictions: Customer will use the Services solely for its own internal business purposes. Customer will not: (a) use the Services for any purpose that is competitive with Verito, or for any analytical or research purposes; (b) remove or alter any copyright, trademark or other intellectual property notices from any Deliverables; (c); use, copy, display, or disclose the Deliverables outside of Customer’s organization; or (d) sell, rent, sublicense or lease any portion of the Services.
• 3.2. Dependencies: Verito’s ability to provide the Services is dependent upon Customer’s timely provision of information, resources, and other Customer Materials to Verito (each a “Dependency”). Customer will: (a) use best efforts to resolve all Dependencies to enable Verito to timely perform the Services in accordance with this Agreement; (b) promptly notify Verito if Vertio’s provision of the Services will likely be delayed due to Customer’s actual or anticipated failure to resolve a Dependency; and (c) fully cooperate with Verito in the provision of the Services.
• 3.3. Implementation and Compliance: Customer acknowledges and agrees that it is solely responsible for: (a) the final implementation of all guidance, changes, and other recommendations communicated to Customer by Verito; (b) ensuring that Customer and its Security Program comply with FTC and IRS regulations and Applicable Law; and (c) the efficacy and implementation of its Security Program.

4. COMMUNICATION AND ESCALATION PROCESS

• 4.1. Project Leads: Customer and Provider will specify in each Statement of Work: (a) an individual with responsibility and authority to operate as their company’s key point of contact and decisionmaker (a “Project Lead”) and (b) another individual with more senior executive authority to serve as their point of escalation (“Escalation Lead”). The Parties’ respective Project Leads will keep each other reasonably informed on progress and any anticipated obstacles to the provision of the Services.
• 4.2. Escalation Process: To the extent either Party believes the other has failed to perform a required action under any Statement of Work or this Agreement, the parties’ Project Leads will meet (virtually or in person) and discuss the issue in good faith. To the extent the Project Leads are unable to resolve the issue within 10 days, either Party may request a meeting of the Escalation Leads and within 10 days of such request, the Escalation Leads will use reasonable and good faith efforts to resolve the matter.

5. INTELLECTUAL PROPERTY RIGHTS

• 5.1. Customer's Intellectual Property: Customer shall retain all Intellectual Property Rights in, and sole ownership of, your Customer Materials. Customer hereby grants to Verito a nonexclusive, revocable, worldwide, limited, fully paid-up and royalty-free right to use Customer Materials and access Customer Systems for the sole purpose of performing the Services in accordance with this Agreement.
• 5.2. Verito's Intellectual Property: Verito shall retain all Intellectual Property Rights in, and sole ownership of, the Services and all Deliverables. Subject to Customer's compliance with this Agreement, Verito hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable revocable license to use the Services solely for Customer's internal business purposes in accordance with this Agreement. Customer acknowledges and agrees that the Deliverables are not "work made for hire" as defined by Applicable Law.
• 5.3. Feedback: All Feedback is and will be treated as non-confidential. Customer hereby assigns to Verito on its behalf, and on behalf of its employees, contractors, and agents, all right, title, and interest in such Feedback. Verito is free to use, without any attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. For the avoidance of doubt, Verito is not required to use any Feedback.

6. FEES AND PAYMENTS

• Statement of Work: The details of the Services, Deliverables, and Fees will be set forth in a Statement of Work. This Agreement is incorporated into and made part of each Statement of Work. If there is a conflict between this Agreement and the terms of a Statement of Work, this Agreement will control unless the Statement of Work states that a provision of this Agreement is superseded by a provision of the Statement of Work.
• Fees and Expenses: Verito will issue an invoice to Customer in the amount of the Fees owed under each Statement of Work. Customer will issue payment to Verito for all undisputed Fees within thirty (30) days of the date of the invoice. If Verito does not receive payment from Customer within thirty (30) days of the date of the invoice, Verito may suspend Customer’s access to the Services. All Fees are nonrefundable except as expressly set forth in this Agreement. When specified in the applicable Statement of Work, Customer will pay all reasonable, pre-approved travel and related expenses incurred by Verito in performing the Services.
• Disputes and Late Payments: Customer must notify Verito in writing of any amounts Customer wishes to dispute prior to the date that such amounts would otherwise be due. Except for amounts disputed by Customer in good faith, any amount not paid when due shall be subject to finance charges equal to one and one-half percent (1.5%) of the unpaid balance per month (determined and compounded daily from the date due until the date paid) or the highest rate permitted by applicable law, whichever is less. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Verito to collect any amount that is not paid when due.
• Taxes: Customer is responsible for the payment of any applicable Taxes resulting from its purchase or use of the Services.

7. TERMINATION

• Termination by Customer: Customer may terminate this Agreement (including all Statements of Work) if Verito fails to cure a material breach of this Agreement within thirty (30) days of its receipt of written notice from Customer describing the breach, and Verito will provide Customer with a prorated refund of any prepaid unused Feeds. In all other instances of termination, Customer will not be entitled to any refunds or credits, and any unpaid Fees will remain due and payable.
• Termination by Verito: Verito may terminate this Agreement or a Statement of Work for any of the following reasons: (a) Customer fails to comply with this Agreement; (b) Customer does not pay Fees in accordance with this Agreement; or (c) Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In no event will any termination by Verito for any of the foregoing reasons entitle Customer to any refunds of any prepaid and unused Fees or relieve Customer of its obligation to pay any Fees payable to Verito prior to the date of termination, and any unpaid Fees will remain due and payable.
• Effect of Termination: Upon expiration or termination of this Agreement: (a) Customer will pay to Verito any Fees or other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of termination will survive.

8. CONFIDENTIALITY

• Protection of Confidential Information: The receiving Party shall: (a) not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information of the disclosing Party for any purpose outside of the scope of this Agreement; and (b) take all actions reasonably necessary and appropriate to prevent the unauthorized disclosure of such Confidential Information, and (c) at all times exercise at least a reasonable level of care with respect to such Confidential Information. Each Party agrees to restrict access to the Confidential Information of the other Party to those employees, advisors, agents and other representatives who require access to perform its obligations hereunder and who are subject to confidentiality obligations consistent with this Agreement.
• Exclusions to Confidential Information: Confidential Information shall not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party other than as a result of a violation of this Agreement by the receiving Party; (c) the receiving Party rightfully knew or possessed prior to receipt from the disclosing Party under this Agreement; (d) is obtained by the receiving Party from a third Party without a breach of confidentiality obligations; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
• Compelled Disclosure: The receiving Party shall not be in violation of its confidentiality obligations for disclosing Confidential Information as required by applicable law or regulation or in response to a valid order by a court or other governmental body, as long as the receiving Party provides the disclosing Party (to the extent legally permissible) with prior written notice of the disclosure to permit the disclosing Party to seek confidential treatment of that information and limits such disclosure to what is required by law or legal order.

9. WARRANTIES AND DISCLAIMERS

• Mutual Warranties: Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) its performance under this Agreement will not conflict with any obligation it may have to any other party; and (c) it will comply with all Applicable Laws that apply to its performance under this Agreement.
• Customer Warranties: Customer hereby represents and warrants that it will use the Services in compliance with all Applicable Laws and in accordance with this Agreement.
• Verito Warranties: Verito represents and warrants that: (i) it will perform the Services in a timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards for similar services; and (ii) all Services and each Deliverable will conform in all material respects with the Specifications (collectively, the “Performance Warranty”).
• Remedies: Customer must report a breach of the Performance Warranty in reasonable detail within 10 days after delivery of the relevant Service or Deliverable. Verito will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Verito fails to do so within 30 days after Customer's warranty report, then either Party may terminate the Statement of Work, in which case Verito will refund to Customer any Fees paid for the non-compliant Services or Deliverable and any pre-paid, unused Fees. These procedures are Customer’s exclusive remedies and Provider’s sole liability for breach of the Performance Warranty.
• DISCLAIMER OF WARRANTIES: THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND, EXCEPT AS PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERITO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON BEHALF OF VERITO.

10. LIABILITY AND INDEMNIFICATION

• Exclusion of Consequential and Related Damages: VERITO WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER VERITO IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
• Monetary Cap on Liability: UNDER NO CIRCUMSTANCES WILL THE MAXIMUM AGGREGATE LIABILITY OF VERITO TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO VERITO UNDER THE APPLICABLE STATEMENT OF WORK. THE FOREGOING LIABILITY LIMITATIONS WILL NOT IN ANY WAY LIMIT YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.
• Indemnification: You agree to defend, indemnify, and hold Verito (along with its affiliates and its respective officers, directors, employees, contractors, and agents) harmless from and against any and all claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including reasonable attorney’s fees) brought against Verito that arises from or relates to Customer’s breach of this Agreement.

11. GENERAL TERMS

• Agreement Term: The term of this Agreement commences as of the Effective Date and will continue in effect until completion of all Statements of Work, unless sooner terminated in accordance with this Agreement. Upon completion of all Statements of Work, either Party may terminate this Agreement for any or no reason with notice to the other Party.
• Assignment: Neither Party may assign this Agreement without the prior consent of the other Party, except that Verito may assign this Agreement, with notice to Customer, in connection with Verito’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
• Relationship of the Parties: The parties are independent contractors, not agents, partners, or joint venturers. There are no third-party beneficiaries to this Agreement.
• Governing Law and Venue: The law of Delaware governs this Agreement and any action arising out of or relating to this Agreement, without reference to conflict of law rules. The parties will adjudicate any such action in the courts of Wilmington, Delaware and each Party consents to the exclusive jurisdiction and venue in of the courts of Wilmington, Delaware for these purposes.
• Notices: Notices, requests and approvals under this Agreement must be in writing to the addresses on the SOW and will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery or (4) upon delivery if by email.
• Entire Agreement: This Agreement, together with the applicable SOW, constitutes the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Except for SOW(s), terms in business forms, purchase orders or quotes used by either Party will not amend or modify this Agreement; any such documents are for administrative purposes only. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
• Force Majeure: Except for Customer’s obligation to pay Fees owed, neither Party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects delivery of the Services for 15 or more consecutive days, either Party may terminate the affected SOW(s) upon notice to the other and Verito will refund to Customer any pre-paid, unused fees for the terminated portion of the Statement of Work.
• Publicity: Customer grants Verito the right to use Customer’s name and logo on Verito’s website and in any promotional materials, press releases, investor materials or stockholder communications.
• Survival: The following Sections will survive expiration or termination of this Agreement: 1 (Definitions), 5 (Intellectual Property Rights), 6 (Fees and Payments), 7 (Termination), 8 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Liability and Indemnification), and 11 (General Terms).
• Amendments: Verito may amend this Agreement with or without notice at any time by updating the version hosted at the URL referenced in the applicable SOW or at another URL on its website, with any amendment becoming effective immediately upon posting. Customer may reject an amendment by delivering written notice of objection to Verito within fourteen (14) days after the amendment is posted. If Customer timely objects, Verito may, in its sole discretion, either (a) continue to perform under the prior version of the Agreement for the remainder of the then-current Statement of Work or (b) terminate this Agreement or the affected Statement of Work. Customer’s continued access to or use of the Services after the fourteen-day objection period constitutes Customer’s irrevocable acceptance of the amendment.
• Waivers and Severability: Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.