BESTDEFENSE, INC. MASTER SERVICES AGREEMENT

This Master Service Agreement governs the use by Customer of the BestDefense Platform and Services identified in the relevant Order Form (each as defined below). Reference to "BestDefense" or "Customer" is to the BestDefense and Customer entity identified in the relevant Order Form. Except as the context otherwise requires, such references include the named Party, together with its Affiliates.

BY (1) CLICKING A BOX INDICATING ACCEPTANCE; (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS MASTER SERVICE AGREEMENT; OR (3) PROCEEDING TO USE THE PLATFORM OR SERVICES, CUSTOMER AGREES TO AND ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A CORPORATION, LIMITED LIABILITY COMPANY, LIMITED PARTNERSHIP OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" REFERS TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS MASTER SERVICE AGREEMENT, CUSTOMER MUST NOT USE THE SERVICES.

1. DEFINITIONS.

The following terms have the meaning set forth below:

"Action" has the meaning ascribed thereto in Section 9.1 hereof.

"Affiliate" of an entity means any corporation, limited liability company, partnership or other legal entity that directly or indirectly controls, is controlled by or is under common control with, the subject entity. For purposes of this definition, "Control" means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have correlative meanings.

"Agreement" means this Master Services Agreement, together with each applicable Order Form, and any other documents incorporated into this Agreement or Order Form by reference.

"Authorized User" means Customer's employees, representatives, consultants, contractors, or other agents who are authorized by Customer to access and use the Services.

"BestDefense Platform" means the proprietary platform which BestDefense makes accessible to users, and any enhancements thereto or iterations thereof.

"Charges" has the meaning ascribed thereto in Section 7.1 hereof.

"Confidential Information" has the meaning ascribed thereto in Section 12.1 hereof.

"Content" means information obtained by BestDefense from publicly available channels or third-party content providers and made available to Customer through the Services.

"Customer Data" means any data provided by Customer for the purpose of conducting the Services.

"Data Protection Laws" means all data protection laws and regulations that are applicable to the processing of Personal Data under this Agreement.

"Disclosing Party" has the meaning ascribed thereto in Section 12.1 hereof.

"Effective Date" means the date on which the Customer agrees to and accepts the terms of this Agreement.

"Feedback" has the meaning ascribed thereto in Section 5.3 hereof.

"Fees" has the meaning ascribed thereto in Section 7.1 hereof.

"Force Majeure" has the meaning ascribed thereto in Section 16.12 hereof.

"Indemnified Party" has the meaning ascribed thereto in Section 9.3 hereof.

"Indemnifying Party" has the meaning ascribed thereto in Section 9.3 hereof.

"Intellectual Property Rights" means any copyright, database right, design right, rights to inventions (whether or not patentable), patents, patent applications, know-how, trademarks, service marks, service names, trade secrets, database rights and design rights (whether or not any of them are registered, and including applications for registration of any of them), rights in know-how, moral rights, trade secrets and rights of confidence; all rights or forms of protection of a similar nature or having similar or equivalent effect to any of the foregoing, in each case (a) whether arising by operation of law, registrable or registered; (b) whether now known or in the future created; (c) in each and every part of the world; (d) for the full term of such rights together with any extensions; (e) including (without limitation) all future rights where capable of present assignment; and (f) with the right to claim for past infringement, patents, inventions, utility models, petty patents, trademarks, service marks, trade and service names, copyrights, database rights and design rights (whether or not any of them are registered, and including applications for registration of any of them), rights in know-how, moral rights, trade secrets and rights of confidence; all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may exist anywhere in the world as of the date of the relevant Order Form.

"Order Form" means an order for the Services to be provided to Customer and the terms relating to such Services.

"Party" means either Customer or BestDefense, and "Parties" refers to both of them.

"Personal Data" means personal data or personal information as defined in the relevant Data Protection Laws.

"Receiving Party" has the meaning ascribed thereto in Section 12.1 hereof.

"Service(s)" means the products and services that are ordered by Customer under an Order Form or provided to Customer under a free Trial.

"Target Service(s)" has the meaning ascribed thereto in Section 9.1 hereof.

"Term" has the meaning ascribed thereto in Section 11.1 hereof.

"Trial" has the meaning ascribed thereto in Section 2.5 hereof.

2. SERVICES.

2.1. Scope of Services.

BestDefense will make the Services available to Customer on the terms set forth in this Agreement and the applicable Order Form. Customer acknowledges and agrees that Services may be provided by employees of BestDefense or subcontractors or other agents retained thereby. Customer shall only use the Services in accordance with the terms set forth on the applicable Order Form and this Agreement. Customer acknowledges that operation of the BestDefense Platform to perform Services purchased by Customer might require use of certain third-party services or equipment (for example, an operating system or Internet connection, or computer equipment) and that provision of any such third-party services or equipment is beyond the scope of BestDefense's obligations under this Agreement and any Order Form. Customer further acknowledges that acquisition of such third-party services and equipment is the sole obligation of Customer, that in no event will any of them be provided by BestDefense and that Customer will be solely responsible for obtaining, at its own expense, valid licenses to such third-party services or equipment.

2.2. Order Process.

During the Term, Customer may subscribe for Services with BestDefense by entering into an Order Form. Each Order Form will set forth the information about each Service ordered including, but not limited to, (a) start date; (b) duration; (c) fees payable and payment; and (d) such other information as BestDefense seems appropriate. Each completed and submitted Order Form becomes a part of this Agreement and is subject to all of the terms of this Agreement.

2.3. Nature of Services.

Unless otherwise provided in the applicable Order Form, access to the BestDefense Platform Services and Content and use of Services are purchased as subscriptions for the term specified in the applicable Order Form. Subscriptions for Content or Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining until the expiration date of the existing subscription. The purchase of additional subscriptions is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments by BestDefense regarding such future functionality or features.

2.4. Usage Overages.

Certain Services and Content are subject to usage limits specified in the applicable Order Form. If Customer exceeds such a usage limit BestDefense may, but is not required to, work cooperatively with Customer to seek to reduce Customer's usage to the defined limit. If BestDefense does not work with Customer, or Customer is unable or unwilling to abide by an applicable usage limit, BestDefense may require that Customer execute an Order Form and submit payment for additional quantities of the applicable Services or Content and/or pay for any excess usage upon presentation to it of an invoice by BestDefense for such excess usage. Notwithstanding the foregoing, BestDefense at all times retains the right to terminate any or all of a Customer's Services or Content in the event Customer does not pay all amounts due for usage overages within thirty (30) days after such overages first occur.

2.5. Trials.

BestDefense may, but in no event will be required to, provide Customer with access to one or more Services as part of a free or beta version trial (each, a "Trial"). Any Trial will end at the earliest of (a) the end date specified in the Order Form; (b) the start date of any Order Form for the same Services on a paid for basis; or (c) termination, at BestDefense's sole discretion, at any time. BestDefense makes no commitments with respect to the features, functionality, support or availability made available as part of a Trial and reserves the right to change or eliminate such features and functionality at any time without notice and in its sole discretion.

3. BESTDEFENSE RESPONSIBILITIES.

3.1. Provision of Services.

BestDefense will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Form; (b) provide to Customer BestDefense standard support, which may include, without limitation, response time requirements, live chat, and a dedicated account manager, at no additional charge (with the elements and level of support services determined by the tier at which the Services are purchased); (c) use commercially reasonable efforts to ensure that the Services are available 24 hours a day, 7 days a week, except for (a) planned downtime of which BestDefense will give reasonable advance electronic notice, and (b) any unavailability caused by a Force Majeure. and (c) provide the Services in accordance with laws and government regulations applicable to the Services and BestDefense delivery thereof to its customers generally (i.e., without regard for Customer's particular use of the Services), and subject to Customer's, Authorized Users' use of the Services in accordance with this Agreement, and the applicable Order Form.

3.2. Protection of Customer Data.

BestDefense will implement and maintain appropriate administrative, physical, and technical safeguards designed to prevent any unauthorized collection, use or disclosure of, or access to, the Services and/or Customer Data, including (a) appropriate and adequate physical security of all premises in which the Services and/or Customer Data are provided, handled, processed or stored; (b) reasonable precautions with respect to the employment of and access given to BestDefense personnel, including background checks and security clearances that assign specific access privileged to individuals; and (c) an appropriate network security program with reasonable access and data integrity controls, testing and auditing of all controls, and appropriate corrective action and incident response plans. The Parties agree that the provisions of the BestDefense Data Processing Addendum posted on the BestDefense website as of the Effective Date is incorporated herein by reference and shall apply to the BestDefense's processing of any Customer Personal Data in connection with the rendering of Services. Upon termination and/or at any time upon Customer's request, BestDefense will provide backup media to Customer in a form/format reasonably requested by Customer containing all Customer Data at Customer's sole cost and expense.

3.3. Maintenance of BestDefense Platform and Services.

BestDefense shall ensure that the BestDefense Platform and Services are operated and performed in accordance with good industry standards and that it employs such information security techniques, measures, tools and protection as are necessary and consistent with industry and compliance standards.

4. CUSTOMER RESPONSIBILITIES.

4.1. Authorized User Accounts.

Customer is responsible for identifying Authorized Users and establishing and administering User Accounts including, without limitation, issuing credentials consistent with BestDefense requirements and ensuring maintenance of the security and confidentiality of credentials at all times. Customer is responsible for any failure to safeguard Authorized User accounts or for allowing unauthorized access to the BestDefense Platform using User Account credentials of, or otherwise via, Authorized Users. Customer shall immediately notify BestDefense of any suspected or unauthorized use of an Authorized User account. Customer shall be fully responsible for the actions and omissions of its Authorized Users.

4.2. Restrictions.

4.2.1.

Customer shall make no use of the BestDefense Platform or the Services or Content for other than their intended uses directly related to the internal business operations of Customer, and will not make any use thereof to offer the benefits or services to third parties, nor will Customer distribute, rent, lease, sell, license or otherwise transfer rights in the BestDefense Platform to any person or entity.

4.2.2.

Without limiting the generality of the foregoing, Customer shall not (a) make any use of the BestDefense Platform or the Services or Content for other than their intended uses directly related to the internal business operations of Customer; (b) make any Service or Content available, or use any Service or Content for the benefit of, anyone other than Customer, unless otherwise expressly permitted by the applicable Order Form; (c) sell, resell, license, sublicense, distribute, rent or lease any Service or Content; (d) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (e) use a Service to store or transmit malicious code; (f) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (g) attempt to gain unauthorized access to any Service or Content or its related systems or networks; (h) permit direct or indirect access to or use of any Service or Content in a way that circumvents, or is intended to circumvent, a contractual usage limit, or use any Services to access, copy or use any BestDefense Intellectual Property except as permitted under this Agreement or an Order Form; (i) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof; (j) copy Content except as permitted herein or in an Order Form; (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content. or access it to build a competitive product or service, (l) build a product or service using similar ideas, features, functions or graphics of the Service; (m) copy any ideas, features, functions or graphics of the Service; (n) access or use to train an artificial intelligence or machine learning algorithm; or (o) violate any law or regulation.

4.2.3.

In the event BestDefense reasonably determines that Customer has violated Section 4.2.1 or Section 4.2.2, in addition to any other remedies available at law or in equity (including termination as permitted thereby and by this Agreement), BestDefense shall have the right, immediately and without notice, to terminate and/or suspend Customer. BestDefense will not be liable for any loss or damage, and Customer will not be entitled to any adjustment to or refund of Fees paid, in the event of a termination of this Agreement.

4.3. Accuracy of Information.

Customer will be responsible for (a) the timely preparation, delivery, accuracy and completeness of all required documentation, creation of queries, instructions. selection of results and other information provided to BestDefense or inputted into the BestDefense Platform in connection with the Services and (b) the consequences and accuracy of any instructions Customer may give to BestDefense.

5. LICENSES.

5.1. BestDefense Platform.

5.1.1.

For the duration of the Term and subject to payment of all Fees due under any Order Form, BestDefense grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use the BestDefense Platform Services and Content solely in connection with Customer's own business purposes as contemplated by this Agreement and any applicable Order Form.

5.1.2.

All Intellectual Property rights used to provide the Services and Content and all work conducted by BestDefense hereunder shall remain solely and exclusively the property of BestDefense.

5.2. Customer Data.

As between BestDefense and Customer, Customer owns all Customer Data. For the duration of the Term, subject to the license granted hereby. For the duration of the Term, Customer grants to BestDefense an irrevocable worldwide, non-exclusive, non-transferable license to (a) use Customer Data to provide the Services (b) permit BestDefense subcontractors and service providers to use and copy the Customer Data insofar as such subcontractors and service providers require to do so to fulfill BestDefense's obligations under this Agreement, and in each of the foregoing instances including but not limited to displaying Customer Data to Authorized Users. Subject to the foregoing, BestDefense acquires no right, title or interest in or to any Customer Data. Customer shall be responsible for the accuracy, quality and legality of Customer Data and the legitimacy of the means by which Customer acquired Customer Data. Customer may elect to provide.

5.3. Feedback.

Customer may elect to provide suggestions, comments for enhancements or functionality, or other feedback to BestDefense with respect to the Services ("Feedback"). Customer grants BestDefense a perpetual, irrevocable, royalty-free, exclusive and sublicensable worldwide license to use and incorporate into the Services as BestDefense sees fit without obligation or restriction of any kind. Feedback will not be considered Customer Data or Confidential Information and BestDefense has the right to exploit the Feedback in any way without compensation.

5.4. Performance and Maintenance of BestDefense Platform and Services.

5.4.1.

BestDefense shall ensure that (a) the BestDefense Platform and Services are operated and performed in accordance with good industry standards; and (b) BestDefense applies information security techniques, measures, tools and protection as are necessary and consistent with industry and compliance standards.

5.4.2.

BestDefense may, upon not less than ten (10) business days' prior written notice to Customer or with the prior consent of Customer, take down the BestDefense Platform for scheduled maintenance, upgrades or new releases. In the event that BestDefense, in its sole discretion, determines that immediate repairs, adjustments replacements or other actions are required, it shall so notify Customer as promptly as reasonably possible, but may proceed with such repairs, adjustments, replacements or actions and may take down the BestDefense Platform without regard to whether notice has been given.

6. INTELLECTUAL PROPERTY RIGHTS.

6.1. BestDefense Property.

All Intellectual Property Rights in:(a) the Services (excluding Customer Data); (b) the BestDefense Platform, Content (excluding Customer Data) and (c) the know-how in relation to the Services, are all owned by BestDefense and its licensors from whom BestDefense has obtained the necessary rights to provide the Services under this Agreement. No Intellectual Property Rights are assigned or otherwise transferred to Customer.

6.2. Customer Property.

All Intellectual Property Rights in Customer Data are owned by Customer. Customer warrants that: (a) no Customer Data infringes on any Intellectual Property Rights of any third party and (b) it has the necessary rights, permissions and consents to submit Customer Data to the BestDefense Platform and grant BestDefense the right to use Customer Data to provide the Services.

7. FINANCIAL AND PAYMENT TERMS.

7.1. Fees and Other Charges.

Customer will pay BestDefense all fees specified in each Order Form ("Fees") and all taxes or other governmental or third-party charges due with respect thereto ("Charges") as so specified, at the time of purchase. Fees are based on Services or Content purchased and not actual usage. All Fees paid are not refundable or subject to adjustment.

7.2. Payment.

Customer shall pay to BestDefense the Fees and Charges specified on the applicable Order Form at the time of purchase.

8. GENERAL DISCLAIMER.

EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, THE BESTDEFENSE PLATFORM, SERVICES AND CONTENT ARE PROVIDED BY BESTDEFENSE TO CUSTOMER ON AN "AS IS", "AS AVAILABLE" BASIS AND BESTDEFENSE DOES NOT GIVE OR MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE BESTDEFENSE PLATFORM, SERVICES OR CONTENT INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT. CORRECTNESS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. BESTDEFENSE DOES NOT WARRANT THAT CUSTOMER'S USE OF THE PLATFORM, OR SERVICES OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF THE SERVICES AND ITS RELIANCE THEREON. ACCESS TO THE BESTDEFENSE PLATFORM AND SERVICES OR CONTENT PROVIDED FREE OF CHARGE AS PART OF A TRIAL OR OTHERWISE, IF ANY, ARE PROVIDED "AS IS," AND EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

9. INDEMNITY.

9.1. BestDefense Indemnification.

BestDefense shall defend and indemnify Customer and its Affiliates (including their respective officers, directors, owners, employees and agents) (including its officers, directors, owners, employees and agents) from any claims, demands, suits or proceedings made or brought by a third party (each, an "Action") that arises out of or results from BestDefense's actual or alleged infringement, misappropriation or other violation of a third party's registered United States patent, copyright, trademark or trade secret in connection with a Service or Content purchased by Customer (a "Target Service"). BestDefense will defend such Action and pay damages finally awarded against Customer to such third party by a court of competent jurisdiction or agreed to in settlement. If use of a Target Service by Customer has become, or, in BestDefense's opinion, is likely to become, the subject of any such Action, BestDefense may, at its option and expense, (a) procure for Customer the right to continue using the such Target Service as set forth hereunder; (b) replace or modify such Target Service to render it non-infringing; or (c) if options (a) or (b) are not commercially reasonable or practicable, as determined by BestDefense, terminate Customer's subscription to the Target Service, in which case Customer will be entitled to a pro-rated refund of any Fees pre-paid by Customer for the corresponding unused period of the applicable Term. BestDefense will have no liability to Customer with respect to any Action if such claim is caused in whole or in part by (x) Customer's non-compliance with instructions or specifications provided by BestDefense; (y) Customer's modification of a Service in violation of this Agreement; or (z) use of the BestDefense Services in combination with any other products, technology, process, software or equipment not supplied by BestDefense or explicitly supported. Thereby. This Section sets out the sole, exclusive and entire liability of BestDefense to Customer and constitutes Customer's sole remedy with respect to an Action brought by reason of access to or use of a Service by Customer or its Authorized Users.

9.2. Indemnification by Customer.

Customer shall defend and indemnify BestDefense and its Affiliates (including their respective officers, directors, owners, employees and agents) from any claims, demands, suits or proceedings made or brought by a third party that arises from Customer's (a) negligence or willful misconduct; (b) use of the Services or Content in a manner not authorized by this Agreement; (c) use of the Services or Content in combination with data, software, hardware, equipment or technology not provided authorized in advance and in writing by BestDefense; or (d) modifications to the Services not made by BestDefense, provided that Customer may not settle any Action involving BestDefense unless BestDefense consents in advance and in writing to such settlement, and further provided that BestDefense will have the right, at its option, to defend any such Action or to participate in the defense thereof by counsel of its own choice.

9.3. Procedure.

As a condition of receiving an indemnification under this Agreement, the Party seeking indemnification hereunder (the "Indemnified Party") will (a) provide the other Party (the "Indemnifying Party") with prompt written notice of an Action (provided that failure to provide notice will not relieve the Indemnifying Party of its obligations under this Section, except to the extent such failure causes the Indemnifying Party to be prejudiced) and (b) render reasonable assistance, and permit the Indemnifying Party to direct the defense or settlement of, such Action, except that the Indemnifying Party shall not settle any such Action without the Indemnified Party's prior written approval unless such settlement (a) includes a complete release of the Indemnified Party; (b) does not require the Indemnified Party to pay any amount or deliver any other consideration; and (c) places no restriction on the future conduct of the Indemnified Party.

10. LIMITATION ON LIABILITY.

10.1. INDIRECT DAMAGES.

EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 AND CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 12, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, LOSS OR CORRUPTION OF DATA OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. DIRECT DAMAGES.

IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, EITHER PARTY IS FOUND LIABLE TO THE OTHER FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 AND CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 12, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER TO BESTDEFENSE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM ACCRUED.

11. TERM AND TERMINATION.

11.1. Term.

This Agreement commences on the Effective Date and shall continue until all Order Forms have expired or have been terminated. The term for each Service or Content will be set forth in an Order Form for that Service (the "Term").

11.2. Termination.

Either Party may terminate this Agreement for cause (a) upon thirty (30) days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of such 30 day period or (b) immediately if the other Party becomes the subject of a petition of bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Termination does not relieve Customer of its obligation to pay Fees payable to BestDefense prior to the effective date of termination.

11.3. Consequences of Termination.

Upon termination of this Agreement for any reason (a) all rights and licenses granted to either Party by the other shall immediately terminate; (b) Customer's access to the BestDefense Platform shall immediately terminated; (c) Customer's Authorized Users will have no further access to the BestDefense Platform; and (d) each Party, as a Disclosing Party, shall promptly return to the other Party, as a Receiving Party, such Confidential Information belonging to or disclosed by, the Disclosing Party then in the Receiving Party's possession or under its control. In addition, except in the event Customer has not paid all Fees and Charges, for a period of ten (10) days following termination, BestDefense shall make the Customer Data available for download or return the Customer Data to Customer (at Customer's option), at Customer's expense.

12. CONFIDENTIAL INFORMATION.

12.1. Definition of Confidential Information.

"Confidential Information" means all confidential, proprietary and nonpublic information belonging to or rightfully in the possession of a Party disclosed by that Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, via any method or medium, that is designated as confidential or that reasonably would be understood to be confidential in light of the nature of the information and the circumstances of disclosure. Confidential Information of each Party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Confidential Information of Customer includes Customer Data, Confidential Information of BestDefense includes the BestDefense Platform, Content and Services, and the terms and conditions of this Agreement and all Order Forms (including pricing) is Confidential Information of each Party. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth herein apply to Confidential Information exchanged between the Parties in connection with the evaluation of additional Services.

12.2. Protection of Confidential Information.

As between the Parties, each retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, representatives, consultants, contractors, or other agents who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements to the benefit of the Disclosing Party that contain protections not less protective of the Disclosing Party's Confidential Information than those contained herein. Each Party shall remain responsible for any breach of these Confidentiality provisions by any of its employees, representatives, consultants, contractors, or other agents. Neither Party shall disclose the terms of this Agreement or any Order Form to any third party other legal counsel and accountants without the other Party's prior written consent, provided that a Party that makes any such disclosure to its legal counsel or accountants will remain responsible for such legal counsel's or accountant's compliance with this Section.

12.3. Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prompt prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure or seeks confidential treatment for some or all of the subject Confidential Information. The Receiving Party shall limit the disclosure of the Disclosing Party's Confidential Information to the fullest extent permitted. Any Confidential Information so disclosed shall maintain its nature as Confidential Information and shall retain its confidentiality protection and nondisclosure and nonuse restrictions hereunder for all purposes other than such legally compelled disclosure.

12.4. Equitable Relief.

The Parties acknowledge and agree that actual or threatened breach by a Party of certain sections of this Agreement including, without limitation, Section 6 (Intellectual Property Rights) and Section 12 (Confidentiality), may cause the other Party immediate, irreparable harm for which there may be no adequate remedy. In the case of breach or threatened breach of any such Section, the non-breaching Party may seek injunctive or other equitable relief to prevent any such actual or threatened breach without the necessity of posting a bond or proving actual damages.

13. DATA PROTECTION LAW.

Each Party shall comply with the provisions of all applicable Data Protection Laws, if any. If BestDefense processes Personal Data on behalf of Customer, each Party will comply with the terms of the Data Protection Agreement, as applicable, in relation to the processing of Personal Data. as applicable, in relation to the processing of Personal Data.

14. SUBPOENAS, LEGAL ORDERS, DEMANDS OR REQUESTS FOR INFORMATION.

In the event that BestDefense receives a valid search warrant, subpoena, legal order, demand or other request for information in connection with a judicial or administrative matter related to Customer, Authorized User, Customer Data or Content BestDefense shall comply with any such request provided that BestDefense, to the extent permitted by applicable law: (a) promptly notifies Customer of such request; (b) consults with Customer regarding BestDefense's response; (c) cooperates with Customer's reasonable requests, at Customer's expense, in connection with efforts by Customer to intervene, quash or modify the request; and (d) upon request. provide Customer with a copy of BestDefense's response.

15. FEDERAL GOVERNMENT END USE PROVISIONS.

BestDefense provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following:

15.1.

If the Services are licensed or provided to the U.S. Government, such Services are provided as "commercial items" as defined in FAR 2.101, including "commercial computer software" and "commercial computer software documentation." The government's rights to use, modify, reproduce, release, perform, display, or disclose the Services are limited by the terms of this Agreement and as provided in FAR 12.211, FAR 12.212, and DFARS 227.7202, as applicable. Any use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in this Agreement. No other rights are granted except as expressly stated herein. In the event of any conflict between this Agreement and any government order or contract, the terms of this Agreement shall control to the extent permitted by applicable law.

15.2.

If the Services are licensed or provided to Department of Defense end users, the Services are provided as "commercial computer software" and "commercial computer software documentation" as those terms are used in DFARS 227.7202-1 through 227.7202-4. The government's rights to use, modify, reproduce, release, perform, display, or disclose the Services and related documentation are limited to those rights customarily provided to the public as set forth in this Agreement and DFARS 227.7202-3(a). No other rights are granted except as expressly stated herein. In the event of any conflict between this Agreement and any government order or contract, the terms of this Agreement shall control to the extent permitted by applicable law.

15.3.

If the Services are licensed or provided to civilian federal agency end users, the Services are provided as "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212. The government's rights to use, reproduce, or disclose the Services and related documentation are limited to those rights customarily provided to the public as set forth in this Agreement and FAR 12.212. No other rights are granted except as expressly stated herein. In the event of any conflict between this Agreement and any government order or contract, the terms of this Agreement shall control to the extent permitted by applicable law.

16. GENERAL.

16.1. Entire Agreement; Amendments.

This Agreement, including all Order Forms entered into pursuant hereto, sets forth the complete, final and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings between the Parties with respect to such subject matter. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party.

16.2. Waiver and Non-Exclusion of Remedies.

Any term or condition of this Agreement may be waived at any time by the Party entitled to its benefit, but no such waiver shall be effective unless set out in a written instrument duly executed by or on behalf of the waiving Party. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party, whether of a similar nature or otherwise. The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by applicable law or otherwise available except as may expressly be set forth herein.

16.3. Assignment.

This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party, provided that either Party may, without such consent, assign this Agreement and any of its rights or obligations hereunder to its Affiliates or in connection with the transfer or sale of all or substantially all of the portion of its business to which this Agreement relates, or in the event of its merger or consolidation or change in control or similar transaction; provided further that, the assigning Party shall deliver written notice of any such permitted assignment to the other Party in advance of the effectiveness of such assignment. Any attempted assignment not in accordance with this Section shall be void ab initio.

16.4. Notices.

Any notice under this Agreement shall be in writing. Notices may be sent by e-mail or registered mail, addressed to the authorized representative of Customer as set forth in the most recent Order Form submitted thereby or, in the case of BestDefense, for the attention of Daniel Baddeley, or, in each case, to such other address as such Party may specify to the other Party in writing from time to time in accordance with this Section. An email notice to BestDefense should be sent to support@bestdefense.io and to Customer should be sent to the email address provided in the relevant Order Form. Notices will be deemed to have been given at the time of delivery.

16.5. Severability.

If any term of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the remaining terms of this Agreement shall continue in full force and effect and the Parties shall direct such court to revise any provision determined to be invalid or unenforceable to the extent required to make it valid and enforceable, consistent with the original intent of the Parties to the maximum possible extent. If such court will not or does not do so, the Parties shall negotiate in good faith a provision having an effect as close as permitted by applicable law to the provision determined to be invalid or enforceable and incorporate such substitute provision in this Agreement.

16.6. Survival.

The termination or expiration of this Agreement shall not relieve either Party of any obligation, or deprive either Party of any right, accrued prior to termination or expiration which, that, by its nature, survives such termination or expiration. Without limiting the generality of the foregoing, Section 5, Section 6, Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14 and Section 15 shall survive termination or expiration hereof.

16.7. Construction.

Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall be applicable to all genders or be neutral. Whenever this Agreement refers to a number of days without using a term otherwise defined herein, such number refers to calendar days. The captions or headings of this Agreement are for the convenience of reference of the Parties only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any provision contained herein. The terms "including," "include," "includes" or "for example" shall not limit the generality of any description preceding such term and as used herein shall have the same meaning as "including, but not limited to" or "including, without limitation." The words "will" and "shall" as used in this Agreement are deemed to be interchangeable. No rule of strict construction shall be applied against either Party hereto. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption will apply against the Party that drafted such terms and provisions.

16.8. Third-Party Rights.

The Parties do not intend to establish any third-party rights through the execution or performance of this Agreement. Any such third-party rights possible under applicable law are hereby expressly excluded.

16.9. Relationship of the Parties.

It is expressly acknowledged and agreed that each of the Parties, together with its Affiliates, is an independent contractor and that the relationship between the two Parties does not constitute a partnership, joint venture or agency, including for tax purposes. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other, without the prior written consent of the other Party to do so. Neither Party shall have the power or authority to incur any debts or make any commitments for or binding the other Party. All persons employed by or retained as agents of a Party shall be employees or agents of that Party and not of the other Party and all expenses and obligations incurred by reason of such employment or agency shall be for the account and expense of the employing or retaining Party.

16.10. Governing Law; Compliance with Law.

16.10.1. Governing Law and Forum.

This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, excluding conflict of laws principles. The Parties to this Agreement, by its execution, irrevocably submit, and, if applicable, agree to cause each of its Affiliates to submit, to the jurisdiction of the United States District Court for the District of Delaware or of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, of the Superior Court of the State of Delaware), for the purpose of any action, claim, cause of action or suit, inquiry proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof.

16.10.2. Compliance with Laws.

Each Party will comply with all applicable international, national, state/provincial and local laws, regulations, ordinances, and codes, including, but not limited to, the United States Foreign Corrupt Practices Act securities laws, now or hereafter in effect.

16.10.3. Export Compliance.

The Services, Content, other BestDefense technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. BestDefense and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any Authorized User to access or use any Service or Content in a U.S.-embargoed country or region or in violation of any applicable U.S. law or regulation, including those governing exports.

16.11. Publicity.

Either Party may use the name of the other as required by applicable law. If either Party desires, but is not required, to use the name of the other Party or any names, insignia, symbols, or logotypes associated with the other Party it shall seek consent, in writing, from the Party the name or information is to be used, which consent of which is at issue, which consent shall not unreasonably be denied, delayed or conditioned.

16.12. Force Majeure.

Except as to payments required under this Agreement, neither Party shall be liable in damages for, nor shall this Agreement be terminable or cancelable by reason of, any delay or default in such Party's performance hereunder if such default or delay is caused by events beyond such Party's reasonable control (each, a "Force Majeure") including, without limitation, acts of God, governmental actions, acts of war, embargo, flood, fire, explosion, earthquake, pandemic, epidemic, insurrection or other civil unrest, act of terror, lockout, strike or other labor problem, power failure, Internet service provider failure or delay, denial of service or other cyberattack, provided however, that the Party seeking relief hereunder shall immediately notify the other Party in writing of such cause(s). The Party that invokes this Section shall use reasonable endeavors to reinstate its ongoing obligations to the other as promptly as practicable. If the cause(s) shall continue unabated in whole or in significant part for more than sixty (60) days, the Parties shall meet to discuss and negotiate in good faith what modifications to this Agreement should result from the Force Majeure and/or whether to terminate this Agreement. If the Parties are unable to agree on such modifications or termination, the Party not invoking this provision may terminate this Agreement upon thirty (30) days' prior written notice.