SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION AGREEMENT

This Software as a Service (SaaS) Subscription Agreement is a binding agreement made between Cerebrum, LLC (“Cerebrum”) and you, the Licensee (“You”, “Your”, “Licensee” or “Customer”), and governs Your use, under license, of certain Cerebrum Software and access to certain Cerebrum Services according to the terms and conditions set forth below. All terms and conditions contained in this Agreement are integral to the Agreement and Licensee consents to all of these terms and conditions. All components of this Agreement collectively are referred to herein as the “Agreement.” Licensee acknowledges it has had the opportunity both to review the Agreement and to consult with legal counsel prior to acceptance of this Agreement. By accessing or using the Software and Services, You acknowledge that You have read and understand this Agreement, that You accept all of the terms and conditions contained here in full, and that You agree that the terms and conditions shall be fully and legally binding upon the Cerebrum and Licensee, without the need for any further indication of acceptance on Your part (such as by signature, click through or other means of electronic acceptance). If You are acting on behalf of a Licensee, You represent that You have full legal authority to bind the Licensee.

If You choose not to agree to all of these terms and conditions, do not access and/or use the Cerebrum Software or Services. Your access and/or use of the Cerebrum Software or Services shall constitute Your acceptance of all of the terms and conditions set forth in this Agreement.

This Agreement is effective immediately upon Your placement of an Order with a Cerebrum Reseller.

1. Definitions

“Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with the entity named above. “Control” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the entity named above.

“Agreement” shall mean this Software as a Service (SaaS) Subscription Agreement and any exhibits, schedules, and addenda related hereto or otherwise submitted to Cerebrum in connection with the Software or Services.

“Authorized User” means each of the individuals authorized to use the Software and Services subject to the terms and conditions of this Agreement.

“Customer” shall mean the Licensee under this Agreement which has submitted an Order to Cerebrum or a Cerebrum Reseller in connection with the Software or Services.

“Customer Data” shall mean electronic data and information submitted by or for Customer for the Services.

“Order” shall mean a commercial document between the Customer and Reseller or Cerebrum specifying quantities and pricing of Software and Services subscribed by the Customer.

“Reseller” shall mean a third-party representative of Cerebrum authorized to resell Cerebrum Software and Services.

“Services” shall mean the services which Cerebrum agrees to provide under this Agreement that are ordered by Customer.

“Software” shall mean the Cerebrum proprietary set of instructions that are executed by a machine, including (without limitation), subsequent updates, enhancements, modifications and releases of the same, as well as third party software added to or used in connection with the foregoing; and, all related components, templates, features, enhancements, modifications, data and related files that is used by Cerebrum to perform the Services.

“Cerebrum Materials” shall mean any software, programs, tools, systems, data or other materials made available by Cerebrum to Customer in the course of the performance of the Services, including but not limited to, the Software, documentation, as well as any information, materials or feedback provided by the Customer to Cerebrum relating to the Software and documentation.

2. SaaS Services

2.1 Subject to the terms of this Agreement, Cerebrum will use commercially reasonable efforts to provide the Software and Services.

3. Reseller and Other Third-Party Services

3.1 Reseller and other third-party services may require internet access and Customer's and Authorized User's acceptance of additional terms of service.

3.2 Cerebrum does not warrant and does not assume and will not have any liability or responsibility to Customer, any Authorized User, or any other person for Reseller or other third-party services or websites, or for any other materials, products, or services of third parties.

3.3 In order to use the third-party services, Customer, or the Authorized User, as applicable, may need to create a user account and such party is responsible for all conduct and transactions that take place on or using such user account.

4. Authorized Users

4.1 Subject to and conditioned on Customer's and its Authorized User's continuous compliance with the terms and conditions of this Agreement, during the Term, Cerebrum also grants to Customer, the ability to grant to the number of Authorized Users set forth in the Order, a limited license to install and use the mobile device version of the Application (the “Mobile Application”). The Mobile Application is licensed to each Authorized User, not sold. Prior to each Authorized User's access and use of the Mobile Application, each such Authorized User must review and accept the vID Licensed Application End User License Agreement, together with Cerebrum's Privacy Policy (collectively the “Cerebrum Policies”) by either (i) clicking agree to accept the License when such option is available upon download of the Mobile Application, or (ii) using the Mobile Application. Each Authorized User shall be provided with an access code to be used when accessing the Mobile Application. The access code will allow the Authorized Users to download and install the Mobile Application.

5. Restrictions and Responsibilities

5.1 Customer will not make any Service or Software available to, or use any Service or Software for the benefit of, anyone other than Customer and its Authorized Users. Customer will not sell, resell, license, sublicense, distribute, make available, rent, or lease any Service or Software.

5.2 Customer will not directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to any Cerebrum Materials; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Cerebrum or authorized within the Services); or remove any proprietary notices or labels.

5.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software and Services, including without limitation, hardware, software, and networking. Customer shall also be responsible for maintaining the security of Customer's account, passwords, and files and for all uses of Customer's account with or without Customer's knowledge or consent.

6. Confidentiality and Proprietary Rights

6.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has 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 Cerebrum includes non-public information regarding features, functionality and performance of the Software and Services. Proprietary Information of Customer includes nonpublic data provided by Customer to Cerebrum to enable the provision of the Software and 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. Proprietary Information does not include 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.

6.2 Customer acknowledges and agrees that the Cerebrum Materials are and shall at all times be and remain the sole and exclusive property of Cerebrum and Cerebrum's third party licensors, subject only to the ownership rights of such third parties in portions of the Software. Cerebrum retains all rights, title, and interest in and to the Cerebrum Materials. Customer does not and will not be deemed to acquire any right, title, or interest therein, except as expressly granted in this Agreement. Further, Customer does not and will not be deemed to acquire any right, title or interest in any patent(s), copyrighted material, or other intellectual property, or proprietary information or data, owned by Cerebrum and /or any of its subsidiaries or Affiliates.

6.3 Notwithstanding anything to the contrary, Cerebrum shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Cerebrum 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 Cerebrum offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth in this Agreement.

7. Payment of Fees

7.1 Customer and Cerebrum acknowledge and agree that payment of fees or other sums due to Cerebrum in connection with this Agreement will be handled or coordinated by or through the Reseller. Customer will pay Reseller the then applicable fees described in the Order for the Services in accordance with the terms therein (“Fees”).

7.2 Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Cerebrum's net income.

8. Term and Termination

8.1 This Agreement commences on the effective date of the Order and continues until all Services hereunder have expired or have been terminated.

8.2 Either party may also terminate this Agreement upon 30 days written notice if the other party materially breaches any of the terms or conditions of the Agreement and fails to correct the breach within the notice period. Customer will pay in full for the Services up to and including the last day on which the Services are performed.

8.3 The following sections will survive any termination or expiration of this agreement: 5.2, 6, 7, 8, 9, 10, 11 and 12.

9. Warranty and Disclaimer

9.1 Cerebrum shall use reasonable efforts consistent with prevailing industry standards to provide and maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Customer acknowledges that the Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, either by Cerebrum or by third-party providers, or because of other causes beyond Cerebrum's reasonable control.

9.2 THE SOFTWARE, SERVICES AND CEREBRUM MATERIALS ARE PROVIDED “AS IS” AND CEREBRUM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND CEREBRUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CEREBRUM MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, SERVICES, OR CEREBRUM MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ANY THIRD-PARTY MATERIALS OR RELATED TO THIRD PARTY SERVICES IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

10. Indemnification

10.1 Cerebrum agrees to indemnify, defend and hold Customer, its directors, officers, employees and agents harmless from and against any and all liability, suits, claims, losses, damages, costs and expenses, including, without limitation, reasonable attorney's fees and costs and court costs (“Losses”) arising from or in connection with Cerebrum Materials, Services, or Software infringing or allegedly infringing or violating any patent, copyright, trademark, trade secret, or violates any other proprietary right of a third party.

10.2 Customer hereby agrees to defend, indemnify and hold Cerebrum, its members, directors, officers, employees and agents harmless from and against any and all Losses arising from or in connection with (i) any use of the Software and Services other than in accordance with the terms, conditions and limitations set forth in this Agreement; and (ii) any other breach of this Agreement and/or any exhibit, attachment, appendix or addendum by Customer or any Authorized User.

11. Limitation of Liability and Limitation on Damages

IN NO EVENT SHALL CEREBRUM AND ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF DATA OR USE, OR ANY BUSINESS INTERRUPTION OR DISRUPTION, INCURRED BY EITHER CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION SOUNDING IN CONTRACT, TORT, WARRANTY, FIDUCIARY DUTY, STATUTORY CLAIM UNDER ANY FEDERAL, STATE, LOCAL LAW OF THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION, OR ANY OTHER TYPE OF LEGAL CLAIM, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, NEITHER CEREBRUM NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES, COSTS OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER'S INABILITY TO USE THE SOFTWARE AND SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER'S USE OF OR ACCESS TO THE SOFTWARE AND SERVICES, (II) CEREBRUM'S DISCONTINUATION OF ANY OR ALL ACCESS TO THE SOFTWARE AND SERVICES, OR (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE ACCESS TO THE SOFTWARE AND SERVICES FOR ANY REASON WHATSOEVER, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER TO ANY THIRD PARTIES IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER'S USE OF OR ACCESS TO THE SOFTWARE AND SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, DENIAL OF ACCESS, OR FAILURE TO MAINTAIN OR STORE ANY OF CUSTOMER'S CONTENT OR OTHER DATA.

THE AGGREGATE AND CUMULATIVE TOTAL LIABILITY OF CEREBRUM AND ITS SUPPLIERS FOR DAMAGES, INCLUDING FOR DIRECT DAMAGES, UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THE ORDER THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM, AND IF SUCH DAMAGES RELATE TO PARTICULAR SOFTWARE OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO FEES PAID FOR THE SOFTWARE OR SERVICES GIVING RISE OR RELATED TO THE ALLEGED LIABILITY AND DAMAGES UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM.

LICENSEE ACKNOWLEDGES THAT THE FEES APPLICABLE FOR THE SOFTWARE AND SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT CEREBRUM WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF BOTH LIABILITY AND DAMAGES SET FORTH IN THIS AGREEMENT.

12. Miscellaneous

12.1 Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever or make any representation or warranty on behalf of the other party.

12.2 Public Announcements. Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other party's trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that Cerebrum may, without Customer's consent, include Customer's name in its lists of Cerebrum's current or former customers of Cerebrum in promotional and marketing materials.

12.3 Notices. All notices, requests, demands and determinations under this Agreement (other than routine operational communications) shall be in writing and shall be deemed duly given: (i) when delivered personally (against a signed receipt), (ii) on the designated day of delivery (other than a weekend or government holiday) after being timely given to an express overnight courier with a reliable system for tracking delivery, or (iii) four (4) days after the day of delivery, when sent by first class mail (postage prepaid and return receipt requested) to the addresses of the parties set forth at the beginning of this Agreement. Either party may change the address(es) or addressee(s) for notice hereunder upon written notice to the other. Because facsimile numbers and email addresses may change over time and facsimile transmissions and emails may not be treated with the same degree of seriousness as more formal communications, notices given by facsimile or email shall only be deemed effective if: (i) sent by confirmed facsimile (in the case of faxes) or responded to by the intended recipient or his or her successor (in the case of emails), and (ii) a copy is sent by another means specified in this paragraph.

12.4 Interpretation. For purposes of this Agreement: (i) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (iv) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (v) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (vi) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, this Agreement; (vii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (viii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein and are hereby incorporated by reference.

12.5 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

12.6 Entire Agreement. This Agreement, together with any other documents expressly incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

12.7 Assignment; Binding Nature. Neither party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other party's prior written consent. Notwithstanding the foregoing, in the event that Cerebrum is acquired, either pursuant to a sale of all or substantially all of its assets, units or membership interests, or engages in a merger combination or other transaction in which, following such transaction, more than fifty percent (50%) of the assets, units or membership interest of Cerebrum are owned or controlled by another person or entity (a “Change of Control Transaction”), this Agreement and all exhibits and schedules hereto shall be transferrable by Cerebrum without Customer's written consent. Any purported assignment, delegation, or transfer in violation of this Section 11.7 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

12.8 No Third-party Beneficiaries. This Agreement and its exhibits are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement or any exhibit hereto.

12.9 Amendment and Modification; Waiver. No amendment to or modification of this Agreement or any exhibit hereto is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof or thereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement or any exhibit, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement or any exhibit shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

12.10 Severability. If any provision of this Agreement or any exhibit is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or any exhibit or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement or any exhibit so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.11 Governing Law; Arbitration. This Agreement, together with all exhibits and schedules hereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any conflict of laws provisions of any jurisdiction. Except as otherwise expressly provided herein or in any exhibit, all claims, controversies or disputes between the parties which arise out of or relate in any way to this Agreement or any schedule or exhibit hereto or a breach thereof and which the parties are unable to resolve informally shall be submitted to final and binding arbitration. Arbitration shall be in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) but not under its auspices. Arbitration shall be conducted by a single arbitrator, unless otherwise agreed upon by the parties, and the Arbitration shall take place in Pittsburgh, Pennsylvania. The parties shall pay the costs of any arbitration held pursuant to this section as the arbitrator(s) may direct. Arbitration shall be final and binding on the parties and judgment may be entered upon the award and may be enforced by appropriate judicial action in any state or federal court having jurisdiction thereof. Notwithstanding the foregoing, nothing herein shall prevent either party from seeking injunctive or other equitable relief as specifically permitted by Section 11.12 hereof.

12.12 Equitable Relief. Notwithstanding Section 11.11, each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in the case of Customer, Sections 5.1 and 5.2, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.13 Attorney Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement or any exhibit, the substantially prevailing party shall be entitled to recover its reasonable attorney's fees and court costs from the non-prevailing party.