1. SAAS SERVICES AND SUPPORT

1.1 As evidenced by the signatures on the underlying Order Form for the Citiri Software Platform, the parties hereby agree to these Citiri Software Platform Terms of Use (herein ¨Terms of Use¨). Subject to this Terms of Use, Citiri will use commercially reasonable efforts to provide Customer the Software (defined below in Section 2.1), implementation services, and post-implementation services (collectively, the “Services”). As part of the registration process, Customer will identify an administrative user id name and password for Customer’s user ids to the Software.

1.2 Subject to the terms hereof, Citiri will provide Customer with reasonable technical support services in accordance with Citiri’s standard practice.

2. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the Citiri Software Platform’s source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Citiri Software Platform or any related software, documentation or data (“Software”); modify, translate, or create derivative works based on the Software (except to the extent expressly permitted by Citiri or authorized within the Services); use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Citiri hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

2.3 Customer shall use the Software only for internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iii) send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or the data contained therein; or (v) attempt to gain unauthorized access to the Software.

2.4 User ids cannot be shared or used by more than one individual User but Customer shall have the right to deactivate user-id’s of one user and, for no additional charge, request Citiri to activate a new user-id of the same type for another user for the balance of the remaining subscription term. At all times, Customer shall not permit User-id sharing.

2.5 (a) Customer is responsible for all activity occurring under Customer’s user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, including those related to data privacy, international communications and the transmission of technical, financial or personal data. (b) Citiri reserves the right to immediately suspend access under any user ID which Citiri reasonably suspects poses a risk to the security of Customer Data, the Software, or which Citiri reasonably suspects of activity that is in material breach of the terms of the Order Form or Terms of Use.

2.6 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Citiri includes non-public information regarding features, functionality and performance of the Software. Proprietary Information of Customer includes non-public data provided by Customer to Citiri to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data. Citiri (and its third party licensors, where applicable) shall own and retain all right, title and interest in and to (a) the Services (including the Software), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Citiri shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Software and related systems and technologies (including information concerning Customer Data and data derived therefrom), and Citiri will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Citiri offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

3.4 No rights or licenses are granted except as expressly set forth herein.

4. PAYMENT OF FEES

4.1 Customer will pay Citiri the then applicable fees described in the Order Form for the Services and implementation services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Terms of Use), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Customer further acknowledges and agrees that: (i) Citiri charges and collects in advance for use of the Services; (ii) fees owed are based on Services subscribed and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, (iv) payment for the renewals of each Term is due on or before the renewal date of the next Term; (v) quantities purchased cannot be decreased during the applicable Term; (vi) all travel expenses necessary to carry out Citiri´s deliverables under this Terms of Use and pre-approved by Customer will be invoiced separately and supported by detailed receipts; and (vii) payment hereunder shall be rendered in United States Dollars. Citiri reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior written notice to Customer (which may be sent by email). If Customer believes that Citiri has billed Customer incorrectly, Customer must contact Citiri no later than sixty (60) days after the closing date on the invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Citiri’s customer support department.

4.2 Citiri may choose to bill through an invoice, in which case, full payment for invoices issued must be received by Citiri thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Citiri’s net income

5. PROFESSIONAL SERVICES, USER ACCEPTANCE

5.1 Professional Services. Customer shall appoint a qualified member of its staff who will operate as a primary interface with Citirit and who will ensure that Customer personnel interface with Citiri personnel in a manner conducive to facilitating the Services or, including the timely evaluation and testing of project deliverables as set forth in a SOW, order form, or addendum.

5.2 User Acceptance. Customer will have two (2) weeks from receipt of each deliverable by from Citiri (herein, “Testing Period”) to test and accept the deliverable. If Customer needs to reasonably extend the Testing Period, the parties may mutually agree in writing to a new date for completion of testing by Customer. If Customer does not provide acceptance or rejection within the Testing Period, the applicable deliverable(s) shall be deemed to have been accepted. In the case of any rejection, Customer shall provide Citiri reasonably detailed, written reasons and Citiri shall use best efforts to correct critical errors (as determined by Customer) and use commercially reasonable efforts to correct all other errors reasonably requested by Customer and accepted by Citiri. In the event Customer rejects deliverable(s) a second time and Citiri disagrees with such rejection, then the parties shall escalate the issue(s) to senior management of both parties for mutual resolution.

6. TERM AND TERMINATION

6.1 Subject to earlier termination as provided below, this Terms of Use is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional one-year periods as the Initial Service Term (collectively, the “Term”), unless either party requests termination in writing (which may be sent by email) at least forty-five (45) days prior to the end of the then-current service term.

6.2 In addition to any other remedies it may have, either party may also terminate this Terms of Use upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Terms of Use. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Citiri will make all Customer Data available to Customer for electronic retrieval in CSV file format for a period of thirty (30) days, but thereafter Citiri shall delete stored Customer Data. All sections of this Terms of Use which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. WARRANTY AND DISCLAIMER

7.1 (a) Citiri shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner which minimizes errors and interruptions in the Software and shall perform the implementation services in a professional and workmanlike manner. Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Citiri or by third-party providers, or because of other causes beyond Citiri’s reasonable control, but Citiri shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, CITIRI DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE.

7.2 MODIFICATIONS PERFORMED BY YOU. CITIRI DOES NOT WARRANT OR SUPPORT, AND SHALL HAVE NO LIABILITY WHATSOEVER FOR, ANY CONFIGURATION, DEVELOPMENT, OR DATA INTEGRATION WORK TO THE SOFTWARE THAT IS PERFORMED BY CUSTOMER OR CUSTOMER’S THIRD PARTIES. HOWEVER, CUSTOMER MAY REQUEST CITIRI TO RENDER SUPPORT FOR MODIFICATIONS PERFORMED BY CUSTOMER AT CITIRI’S HOURLY RATE(S).

7.3 LICENSORS’ WARRANTY DISCLAIMER. WHILE NOTHING IN THIS SECTION SHALL LIMIT CITIRI´S WARRANTIES OR INDEMNIFICATION OBLIGATIONS UNDER THIS TERMS OF USE, CITIRI´S LICENSORS MAKE NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE SERVICES OR SOFTWARE WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CITIRI´S LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR SOFTWARE.

7.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND CITIRI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNITY

8.1 CITIRI. Citiri shall hold Customer harmless from liability to third parties resulting from infringement by the Software of any United States patent or any copyright or misappropriation of any trade secret, provided Citiri is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Citiri will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Software (i) not supplied by Citiri, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Citiri, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Software is not strictly in accordance with this Terms of Use. If, due to a claim of infringement, the Software is held by a court of competent jurisdiction to be or are believed by Citiri to be infringing, Citiri may, at its option and expense (a) replace or modify the Software to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Software, or (c) if neither of the foregoing is commercially practicable, terminate this Terms of Use and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.

8.2 CUSTOMER. Customer hereby agrees to indemnify and hold harmless Citiri against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the terms of this Terms of Use or otherwise from Customer’s use of the Services.

9. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, CITIRI AND ITS LICENSORS (INCLUDING BUT NOT LIMITED TO ALL TECHNOLOGY LICENSORS), OFFICERS, AFFILIATES,REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS TERMS OF USE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND CITIRI’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO CITIRI FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT CITIRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. MISCELLANEOUS

10.1 If any provision of the Order Form or this Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Order Form and Terms of Use will otherwise remain in full force and effect and enforceable.

10.2 The Order Form and Terms of Use are not assignable, transferable or sublicensable by Customer except with Citiri’s prior written consent. Citiri may transfer and assign any of its rights and obligations under this Terms of Use without consent.

10.3 The Order Form and Terms of Use are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Order Form this Terms of Use, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

10.4 No agency, partnership, joint venture, or employment is created as a result of the Order Form or Terms of Use and neither party has any authority of any kind to bind the other Party in any respect whatsoever.

10.5 In any action or proceeding to enforce rights under the Order Form or this Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

10.6 This Terms of Use shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions.

10.7 The parties shall collaborate to issue a mutually agreeable press release within 90 days of the Order Form. Furthermore, Customer agrees Citiri may use Customer’s logo within a portfolio of Citiri´s customers.