(a) Customer Application. Customer is solely responsible for its Customer Applications and all costs associated with its development. Without limiting the foregoing: Customer: (i) may need to submit Customer Applications to a Mobile System Operator for approval prior to distribution and InspectAxis does not guarantee acceptance of the Customer Application; (ii) will bear sole responsibility for the Customer Application support; (iii) will require any end user of the Customer Application to agree to terms with Customer at least as protective of InspectAxis and the Platform as this Agreement; (iv) will ensure that Customer Application’s end user provides all necessary consents for InspectAxis to collect the Collected Data, and (v) will follow applicable regulations promulgated by each applicable mobile system operator. InspectAxis reserves the right to reject or suspend use of the Platform due to a Customer Application. (b) Rights. Customer will ensure the legality and appropriateness of the Customer Applications and the Customer Content and that neither infringes the intellectual property rights, any right of right of privacy or publicity (of any third party) or are defamatory. InspectAxis reserves the right to remove all Customer Content that breaches Customer’s obligations under this Section. (c) License to InspectAxis. Customer Content will be and remain Customer’s property. Customer hereby grants to InspectAxis a limited, royalty-free, license during the Subscription Term to use, copy, display, disclose, modify and distribute the Customer Content solely for the purpose of providing the Platform. (d) Sensitive Data. Customer agrees that the amount and type of Collected Data is determined by Customer through and InspectAxis cannot control the data it collects from or through the Customer Application. Customer will not submit: (i) any personally identifiable information, except as necessary for the establishment of an account for an Authorized User; (ii) any protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations or other medical or health information identifiable with a particular individual; or (iii) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations) ((i) through (iii), collectively, “Sensitive Data”). Customer agrees that InspectAxis is not acting as a Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the Platform is not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended. InspectAxis has no liability under this Agreement for Sensitive Data. (f) Modifications. InspectAxis reserves the right to modify the Platform at any time without liability. In the event that InspectAxis adds additional functionality to any the Platform, InspectAxis may condition the implementation of such modifications on Customer’s payment of additional fees, and Customer will not be entitled to such new functionality unless Customer pays such fees, provided Customer may continue to use the prior version, without additional fees. (h) Account Use. You are liable for all uses of the Platform and Documentation whether such access is permitted by or in violation of this Agreement. You are responsible for (i) keeping your passwords and access credentials associated with the Platform confidential; and (ii) all acts and omissions of Authorized Users. Any act or omission by an Authorized User that would constitute a breach of this Agreement will be deemed a breach of this Agreement. (i) Customer Data. You grant InspectAxis a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as necessary for InspectAxis to provide the Platform to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data will not violate any policy or terms of this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data. (h) Third-Party Platform. The Services may permit access to a third party platform. Such third party platforms are subject to their own terms and conditions, for acceptance within the Platform. (i) Fees and Payment. Customer will pay InspectAxis the fees stated in the SOW net 30 days of invoice, unless otherwise agreed. All payment obligations are non-cancelable and nonrefundable. All Fees will be paid in U.S. dollars and exclude applicable sales, use, and other taxes. Unless otherwise agreed, InspectAxis reserves the right to increase the fees upon renewal of each Subscription Term. If payments under this Agreement are subject to sales and use taxes in any jurisdiction and Customer has not paid to InspectAxis the sales tax specified in any invoice, Customer will be responsible for the payment of such taxes and any related penalties or interest to the relevant tax authority. Customer will indemnify InspectAxis for any liability or expense InspectAxis may incur in connection with such sales and use taxes. Upon InspectAxis’s request, Customer will provide InspectAxis with receipts issued by the appropriate taxing authority, or other such evidence that Customer has paid all applicable taxes.

6. • Confidential Information. Each party agrees that any non-public data, information and other materials regarding the products, services or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided to the other party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary shall be deemed the “Confidential Information” of the other Party. Without limiting the foregoing, the Platform, any performance data, benchmark results, and technical information relating thereto, InspectAxis’s pricing information shall be deemed the Confidential Information of InspectAxis. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or (iv) is approved for release by written authorization of the Disclosing Party. Each party (the “Receiving Party”) agrees to keep the Confidential Information of the other party (the “Disclosing Party”) in confidence and not to use such Confidential Information except in performing hereunder. InspectAxis may, without liability hereunder and for the purpose of testing only, provide your Company’s confidential information to Testers which have entered into non-disclosure agreements with InspectAxis.
7.  
   • Privacy Policy. InspectAxis complies with its Privacy Policy available at https://www.inspectaxis.com/privacy-policy. By accessing, using, and providing information to or through the Platform, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance therewith. We reserve the right to transfer your personal information in the event of a transfer of ownership of InspectAxis or the acquisition of substantially all the assets of InspectAxis related to the business which collected such information, such as acquisition by or merger with another company. In such an event, InspectAxis will notify you if you have provided an email address when information about such users is transferred.
8.  
   • Intellectual Property Ownership; Feedback. (a) As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Platform and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. InspectAxis shall retain all right, title and interest in and to its pre-existing materials, software, technologies, methodologies, and know-how, including but not limited to the Platform. If You or Your Authorized Users send or transmit any communications to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality, or any comments, questions, suggestions, or the like (“Feedback”), which we may use, and will treat as non-confidential. You assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, or other intellectual property rights contained in the Feedback.
9.  
   • Term and Termination. (a) Term. This Agreement will continue to apply as long as the SOW is in effect, unless terminated by either party as set forth herein (the “Term”). (b). Termination for Breach. Either Party may terminate this Agreement immediately upon written notice in the event that the other Party materially breaches the Agreement and thereafter: (i) in the case of material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within ten (10) days after receiving written notice or (ii) has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within thirty (30) days after receiving written notice thereof. Customer cannot terminate at its convenience. (c) Termination by InspectAxis. InspectAxis may at any time terminate this Agreement if: (i) it is required to do so by law; (ii) the provision of the Platform to Customer by InspectAxis is, in InspectAxis’s opinion, no longer commercially viable; or (iii) InspectAxis has elected to discontinue the Platform. (d) Effect of Termination. Upon termination, Customer shall immediately discontinue use of the InspectAxis IP. No termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such termination. Termination of Customer’s account includes: (i) removal of access to all offerings within the Platform; (ii) deletion of Customer’s password and all related information; and (iii) barring further use of the Platform. Upon expiration or termination, Customer will promptly discontinue use of the Platform. Sections titled “Customer’s Responsibilities,” “Term and Termination”, “Ownership,” “Limitation of Liability,” “Indemnification,” “Confidential Information”, and “General”, shall survive termination.
10.  
    • Limited Warranty and Warranty Disclaimer. (a) Limited Warranty. InspectAxis warrants that the Platform shall be provided in accordance with industry standards and that the Platform will conform to InspectAxis’s then current Documentation in all material respects under normal use and circumstances. If Customer notifies InspectAxis of a breach of warranty, InspectAxis will at its option, repair, or replace the ACA. This is Customer’s sole and exclusive remedy for any breach of warranty. (b) WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION OR AN ORDER FORM AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED “AS IS,” AND INSPECTAXIS MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE PLATFORM. INSPECTAXIS DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. INSPECTAXIS DOES NOT GUARANTY THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INSPECTAXIS, AN AFFILIATE OF INSPECTAXIS OR THROUGH THE WEBSITE OR WEBSITE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST. CUSTOMER MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
11.  
    • LIMITATION OF LIABILITY. (a) NO INDIRECT DAMAGES. NEITHER INSPECTAXIS NOR ITS AFFILIATES WILL BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, DATA, PROFITS, OR GOODWILL, ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR ANY OTHER PLATFORM OR CONTENT PROVIDED HEREUNDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF INSPECTAXIS HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. INSPECTAXIS WILL NOT BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE THE PLATFORM. (b) DIRECT DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF INSPECTAXIS ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR CONTENT PROVIDED HEREUNDER, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO INSPECTAXIS BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES GIVING RISE TO THE FIRST CLAIM AT ISSUE. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. CUSTOMER ACKNOWLEDGES THAT THE FEES SET FORTH IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT INSPECTAXIS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. CUSTOMER AGREES THAT INSPECTAXIS’ SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THIS AGREEMENT. CUSTOMERS ARE FULLY LIABLE TO INSPECTAXIS FOR ANY MISAPPROPRIATION OR UNAUTHORIZED USE OF INSPECTAXIS’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING BUT NOT LIMITED TO THE INSPECTAXIS PLATFORM). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. In no event shall InspectAxis be liable for any damages arising out of the penetration tests or simulated attacks performed by InspectAxis security experts and community as part as a security and vulnerability test cycle.