Technology Services Agreement

1.0 SCOPE OF SERVICES Provider may deliver Technology Services (collectively, all services provided to Client shall be referred to herein as the “Services”) to Client as part of this Agreement. Services may include:

• Managed Data and Analytics
• Data Management Services
• Security Services
• Business Intelligence Services
• Information Technology Services – data center, hardware, software and associated maintenance
• Ongoing Monitoring and Management Services
• Cellular Data Management and Connectivity Services
• Telecommunications Services
• Professional Services

The Parties understand and agree that Services shall be agreed to in writing through a separate signed Addendum between Provider and Client.

2.0 PRICING Each Addendum will contain prices and related assumptions based on the Client-specific Technology Services requirements.

3.0 TERMS OF AGREEMENT

3.1 PAYMENTS Any amount not paid when due shall bear late charges at the rate of one and one-quarter percent (1.25%) per month from the date due until the date paid. If legal action is necessary to collect amounts in arrears, Client shall be liable for all collection costs including reasonable attorneys’ fees. If Client fails to pay the charges of Provider for a period of forty-five (45) days after the date of the invoice, Provider may, after giving five (5) business days’ notice, cease providing the Service. CLIENT UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IN THE EVENT PROVIDER TAKES ANY ACTION PURSUANT TO THIS SECTION, PROVIDER SHALL HAVE NO LIABILITY TO CLIENT OR ANYONE CLAIMING BY OR THROUGH CLIENT, INCLUDING ANY CUSTOMERS OF CLIENT. Nothing herein shall preclude Provider from pursuing other remedies authorized by statute or otherwise.

3.2 COMPLIANCE WITH LAWS/DATA PROTECTION/CONFIDENTIALITY Client covenants and agrees that Client shall at all times comply with all laws, rules and regulations applicable to it, including, without limitation, all such laws, rules and regulations applicable to Client’s provision of the Services to its Customers. Subject to the limitations of Provider’s liability set forth herein, Provider shall implement administrative, physical and technical safeguards to protect, without limitation, Client and Customer personal data that are no less rigorous than accepted industry practices, and shall ensure that all such safeguards, including the manner in which data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection, confidentiality and privacy laws, as well as the terms and conditions of this Agreement.

3.3 LIMITED WARRANTY EXCEPT FOR THIS WARRANTY, PROVIDER AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES. If Client believes that the Service does not conform to the warranty described above, contact Client Services at [email protected]. Provider’s exclusive liability and Client’s sole remedy for breach of this limited warranty shall be either i) re-performance of the specific service component, which failed free of charge or ii) provide to Client an equivalent service component (“Technology Substitution”) to replace the specific service component, which failed free of charge, or iii) if re-performance or Technology Substitution is not feasible, at Client’s sole discretion, refund any fees paid by Client for the period in which the specific service component failed to conform to this limited warranty.

3.4 LIMITATION OF LIABILITY THE LIABILITY OF PROVIDER AND ITS LICENSORS TO CLIENT OR ANY OTHER PARTY ATTEMPTING TO CLAIM BY OR THROUGH CLIENT WITH RESPECT TO ANY LOSS OR DAMAGES CLAIMED BECAUSE OF FAILURE OR DELAY IN DELIVERING THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FAILURE OR DELAY OCCURRED. WITHOUT LIMITING THE FOREGOING, CLIENT UNDERSTANDS ACKNOWLEDGES AND AGREES THAT PROVIDER AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, CLAIMS MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT CLAIMS, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THERE WITH OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Provider shall not be liable if certain acts beyond its control prevent it from fulfilling its obligations under this Agreement. These acts may include any act of God, war, fire, riots, acts of government, natural disaster, and an accident not involving the gross negligence or willful misconduct by Provider.

3.5 OWNERSHIP WARRANTY Client warrants that Client is the owner or legal custodian of the data stored and transmitted to Provider pursuant to the terms of this Agreement and that Client has full authority to transmit said data and direct its disposition in accordance with the terms of this Agreement.

3.6 GOVERNING LAW JURISDICTION This Agreement is governed by the laws of the State of Georgia, and Client hereby submits to the exclusive personal and subject matter jurisdiction of the federal and state courts of the State of Georgia situated in Fulton County, Georgia, provided, however, that Provider shall have the right to institute judicial proceedings against Client in other jurisdictions in order to enforce Provider’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. Provider and you irrevocably waive all rights to a jury trial including any objection whatsoever to the State of Georgia being the proper forum for any legal action.

3.7 INDEMNITY Subject to the limitations set forth in Section 3.7, Provider shall indemnify, defend and hold harmless Client, and its employees, members, managers, partners, subsidiaries, affiliates, officers, directors, shareholders agents and contractors (collectively, “Indemnities”) from any third party claims, demands, losses, liabilities, costs, fees and expense (including reasonable attorney fees and court costs) to the extent arising out of or resulting from any and all claims alleging the Services delivered by Provider and any software, services or other intellectual property used or furnished by Provider in connection with such Services knowingly violate any third party’s patent, trade secret, copyright, or other intellectual property right.

Client shall indemnify, defend and hold harmless Provider and its successors or assigns, affiliates, subsidiaries, officers, directors, employees, agents, and independent contractors (collectively, the “Provider Parties”) against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal and accounting fees) arising from or in connection with Client and Client’s Customers’ failure to comply with any such laws, rules or regulations applicable to this Agreement. All of the Provider Parties are expressly made third party beneficiaries of this Section.

3.8 RESERVED RIGHTS Client understands, acknowledges and agrees that this Agreement is non-exclusive and shall in no way limit Provider’s right to sell directly or indirectly any Services to any current or prospective end user customer.

3.9 ASSIGNMENT Client may not assign this Agreement without the prior written consent of Provider, which consent may be given or withheld in Provider’s sole discretion. Non-Renewal Rights shall apply to the assignee.

3.10 GENERAL This Agreement is binding on Client and his successors or assignees and constitutes the entire understanding between Provider and Client with respect to the Services being delivered under this Agreement. Any supplemental agreements with respect to the Services must be in writing, signed by Provider and Client, and specifically state they are part of this Agreement. Terms and Conditions of any Purchase Order that differ from, or conflict with, terms of this Agreement shall not be part of this Agreement unless specifically accepted by Provider in writing.

3.11 END USER LICENSE AGREEMENT (EULA) By signing this Agreement, Client is accepting the EULA for itself and its end user customers with respect to any and all third party software deployed or otherwise used as part of Provider’s performance and delivery of the Services.

3.12 WRITTEN NOTICE; CHANGES

All written notice required pursuant to this Agreement shall be sent to the Party’s attention set forth below either via certified mail, return receipt requested, or via recognized overnight courier. With respect to any proposed changes to the Services contemplated under this Agreement, any such change requests will be handled through a submitted change request form (see Appendix A). Contact information for submitting that change request is below. E-mail submission of change request form is acceptable.

The Provider point of contact for any changes is:

Provider: RestorePoint, Inc.
Attn: Sales
Address: 4920 Atlanta Highway, Suite 530, Alpharetta, GA 30004
e-mail: [email protected]

APPENDIX A: SAMPLE CHANGE REQUEST FORM

Type of Request:

Initiator (Client):

Change Request Received by:

Price Impact:

Provider Additional Resources Required:|

Task Description:

Other information related to Change:

Impact of Change: Provide a description of the impact of the change (increase in duration, delay in start, cut-over date change, added dependency, additional resources required change to design, change to baseline solution, other).