1. DEFINITIONS

“Agreement” means this Master Subscription Agreement, Purchase Schedule(s), Statement(s) of Work, information contained in a SAASTEPS URL, or policy referenced in the foregoing and such other documents, attachments and exhibits that the parties’ Managers or presidents may mutually agree to in writing from time to time.

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

“Customer Data” means all electronic data or information submitted by Customer, Users, and its Affiliates to the  Subscribed Services.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Professional Services” means work performed by SAASTEPS for Customer pursuant to a Statement of Work under this Agreement.

“Purchase Schedule” means the ordering documents for Customer’s purchases from SAASTEPS of  Subscribed Services that are executed hereunder by the parties from time to time. Purchase Schedules shall be deemed incorporated herein by reference.

“ Subscribed Services” means the Patent-pending  Subscribed Services described in a Purchase Schedule and made available by SAASTEPS both online and offline. “ Subscribed Services” exclude Third-Party Applications.

“Site” means Customer’s authorized business office or place of business where Customer wishes to install a SAASTEPS application and allow Users to access it.

“Site Subscription” means a subscription to  Subscribed Services that is subject to either (a) a limitation on the number of opportunity transactions during the relevant billing cycle (a “Record-Based Usage Allowance”) or a limitation on the revenue generated during the relevant billing cycle (a “Revenue-Based Usage Allowance”).

“Statement of Work” means SAASTEPS’s standard form for ordering Professional Services, which has been completed and executed by both parties, and which specifies the scope and schedule of Professional Services to be performed by SAASTEPS for Customer and the applicable fees. Each Statement of Work entered into hereunder shall be governed by the terms of this Agreement.

“Third Party Applications” means the Salesforce.com CRM Tool and any other online applications and offline software products that are provided by entities or individuals other than SAASTEPS and that interoperate with the  Subscribed Services.

“User Subscription” means a subscription to  Subscribed Services that is subject to a limitation on authorized Users.

“Users” means individuals who are authorized by Customer or its Affiliates to use the  Subscribed Services, and (unless the Purchase Schedule provides for a Site Subscription that does not require User Subscriptions) for whom Customer has purchased a User Subscription.  Users may include Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.

2. SUBSCRIBED SERVICES

2.1. Provision of  Subscribed Services. Subject to the Customer’s compliance with this Agreement and timely payment of the applicable fees, SAASTEPS shall make the  Subscribed Services available to Customer pursuant to this Agreement and the applicable Purchase Schedule during each Subscription Term. The customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by SAASTEPS regarding future functionality or features.

2.2. Site and User Subscriptions.  Subscribed Services may require the purchase of a Site Subscription and/or User Subscriptions.  If the Purchase Schedule requires the purchase of User Subscriptions, then, unless otherwise specified in the applicable Purchase Schedule, (i)  Subscribed Services that are purchased as User Subscriptions may be accessed or used by no more than the specified number of Users, (ii) additional User Subscriptions may be purchased under an additional Purchase Schedule during the Subscription Term at the pricing as defined in the Purchase Schedule, prorated for the remainder of the Subscription Term in effect at the time the additional User Subscriptions are added, subject to section 5.1 (Fees), and (iii) the added User Subscriptions shall terminate on the same date as the original Site or User Subscriptions. User Subscriptions are for designated Users and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the  Subscribed Services pursuant to SAASTEP’s replacement requirements.

2.3. Record-Based Subscriptions.  Where a Record-Based Usage Allowance is specified in a Purchase Schedule, Customer shall be entitled to use the  Subscribed Services to generate records up to the specified limit during the applicable billing cycle, for the amount of fees payable by Customer to SAASTEPS specified for such limit during such billing cycle. Additional fees shall be payable for generating records in excess of any specified limits, at the rates identified in the applicable Purchase Schedule or other mutually agreeable prices.

2.4. Revenue-Based Subscriptions.  Where a Revenue-Based Usage Allowance is specified in a Purchase Schedule, Customer shall be entitled to use the  Subscribed Services to process up to the specified revenue limit during the applicable billing cycle, for the amount of fees payable by Customer to SAASTEPS specified for such revenue limit during such billing cycle. Additional fees shall be payable for processing revenue using the  Subscribed Services in excess of any specified limits, at the rates identified in the applicable Purchase Schedule or other mutually agreed prices.

2.5. Other Usage Limitations.  Subscribed Services shall be subject to additional limitations specified in the Purchase Schedule.

2.6. Customer Affiliates. Customer may purchase  Subscribed Services subject to the terms of this Agreement for use by any of its Affiliates by executing Purchase Schedules hereunder that specify such Affiliates. Customer shall remain responsible for its Affiliates’ compliance with the terms of this Agreement and warrants that it has the authority to bind its Affiliates to the terms of this Agreement.

3. USE OF THE SUBSCRIBED SERVICES

3.1. SAASTEPS Responsibilities. Customer understands that the  Subscribed Services are designed to interoperate with the Salesforce.com CRM Tool. SAASTEPS is not responsible for any non-availability of the  Subscribed Services caused by: (a) any downtime or other unavailability of the Third Party Applications, or (b) any other circumstances beyond SAASTEPS’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks. SAASTEPS shall provide the  Subscribed Services in accordance with applicable laws and government regulations.

3.2. Customer Responsibilities. Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Customer Data and of the means by which Customer acquired Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the  Subscribed Services occasioned by Customer, Users, or Affiliates, and notify SAASTEPS promptly of any such unauthorized access or use, and (iv) use the  Subscribed Services only in accordance with applicable laws and government regulations. Customer and Users shall not (a) make the  Subscribed Services available to anyone other than Users, (b) sell, resell, rent or lease the  Subscribed Services, (c) use the  Subscribed Services 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, (d) use the  Subscribed Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the  Subscribed Services or third-party data contained therein, (f) attempt to gain unauthorized access to the  Subscribed Services or their related systems or networks, or (g) use the  Subscribed Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

4. THIRD PARTY APPLICATIONS

4.1. Acquisition of Third Party Applications. Customer understands that the  Subscribed Services are designed to interoperate with Third Party Applications, including, without limitation, the Salesforce.com CRM Tool. SAASTEPS is not responsible for the Salesforce.com CRM Tool or any other Third Party Applications. The use by Customer of Third Party Applications, and any exchange of data between Customer and the providers of Third Party Applications, is solely between Customer and such provider. SAASTEPS does not, and is not responsible to, warrant or support any such Third Party Applications.

4.2. Integration with Third Party Applications. The  Subscribed Services may contain features designed to interoperate with Third Party Applications in addition to the Salesforce.com CRM Tool (e.g., PayPal, Authorize.net, Google, Facebook or Twitter applications). To use such features, Customer may be required to obtain access to such Third Party Applications from the providers thereof.  If the provider of any such Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding  Subscribed Service features on reasonable terms, SAASTEPS may cease providing such  Subscribed Service features without entitling Customer to any refund, credit, or other compensation.

5. FEES AND PAYMENT FOR SUBSCRIBED SERVICES

5.1. Fees. Customer shall pay all fees specified in all Purchase Schedules hereunder – subject to this Section 5.1.  Except as otherwise specified herein or in a Purchase Schedule, (i) fees are quoted and payable in United States dollars, (ii) payment obligations are non-cancelable and fees paid are non-refundable, (iii) fees are based on  Subscribed Services purchased and not actual usage, (iv) a Site Subscription cannot be canceled during the relevant Subscription Term stated on the Purchase Schedule, and (v) the number of User Subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Purchase Schedule. Fees are calculated based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for Site or User Subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the Subscription Term.

5.2. Invoicing and Payment. Fees for  Subscribed Services will be invoiced in advance and otherwise in accordance with the relevant Purchase Schedule. Unless otherwise stated in the Purchase Schedule, fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information. Customer may provide SAASTEPS with valid and updated credit card information. If Customer provides credit card information to SAASTEPS, Customer authorizes SAASTEPS to charge such credit card for the  Subscribed Services. Such charges shall be made annually in advance or in accordance with the applicable terms of the SOW.

5.3. Overdue Charges. Except for charges being disputed reasonably and in good faith, if any charges are not received from Customer by the due date, then at SAASTEPS’s discretion, (a) such charges may accrue late interest at the rate of 3% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, (b) SAASTEPS may condition future subscription renewals on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment), or (c) both.

5.4. Suspension of Service and Acceleration. If any amount owing by Customer for  Subscribed Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer has authorized SAASTEPS to charge to Customer’s credit card), SAASTEPS may, without limiting SAASTEPS’s other rights and remedies, accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Customer’s  Subscribed Services until such amounts are paid in full. SAASTEPS will give Customer at least 7 days’ prior notice that Customer’s account is overdue, in accordance with Section 14.10 (Manner of Giving Notice), before suspending  Subscribed Services.

5.5. Payment Disputes. SAASTEPS shall not exercise SAASTEPS’s rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) until after 45 days from the payment due date if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.6. Taxes. Unless otherwise stated, SAASTEPS’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes“).  Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If SAASTEPS has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced as a separate line-item on said invoice and paid by Customer, unless Customer provides SAASTEPS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Taxes do not include, and SAASTEPS is solely responsible for, taxes assessable against SAASTEPS based on SAASTEPS’s income, property, or employees.

6. PROFESSIONAL SERVICES – ORDERING, CHARGES, PAYMENT, TAXES

6.1. Who May Order. Customer or a wholly owned subsidiary of Customer (each a “Customer Entity“) may obtain Professional Services from SAASTEPS under this Agreement. By signing a Statement of Work, a Customer Entity agrees that any Professional Services obtained pursuant to the Statement of Work are subject solely to the provisions of this Agreement and the corresponding Statement of Work. Customer represents and warrants that any Customer Entity who purchases Professional Services shall perform its obligations in accordance with the terms and conditions of this Agreement and the relevant Statement of Work.

6.2. Fees for Professional Services. Unless otherwise expressly stated in the applicable Statement of Work, Professional Services shall be provided on a time and materials (“T&M“) basis at SAASTEPS’s T&M rates in effect at the time the Professional Services are performed. On a T&M engagement, if an estimated total amount is stated in the applicable Statement of Work, that amount is solely a good faith estimate for Customer’s budgeting and SAASTEPS’s resource scheduling purposes and not a guarantee that the work will be completed for that amount; the actual amount may be higher or lower. If the estimated amount is exceeded, SAASTEPS will continue to provide Professional Services on a T&M basis under the same rates and terms; provided, however, that SAASTEPS shall not perform such additional work or any work performed in excess of any estimated “cap”, if any, identified in the Statement of Work unless and until Customer has properly authorized SAASTEPS to do so in an amendment or change order to the Statement of Work, which shall be executed by both parties.

6.3. Incidental Expenses. In addition to the fees hereunder, Customer shall reimburse SAASTEPS for material(s) and reasonable travel, administrative, and out-of-pocket expenses incurred in conjunction with the Professional Services. SAASTEPS agrees that Customer shall be notified in writing in advance of any expenses in excess of $1,000 individually or $2,500 in the aggregate so that Customer may approve or reject the reimbursement of such expenses.

6.4. Invoicing and Payment. SAASTEPS shall invoice Customer for Professional Services monthly, unless otherwise expressly stated in the applicable Statement of Work. Charges shall be due and payable thirty (30) days from the date of the invoice and shall be deemed overdue if unpaid thereafter. Except for charges being disputed reasonably and in good faith, amounts remaining unpaid after the due date shall be subject to interest at 3% per month, or the highest rate allowed by law if lower, from the due date until the amounts are paid.

6.5. Taxes. Charges for Professional Services hereunder do not include Taxes. Any Taxes required to be paid by SAASTEPS as a result of the Professional Services rendered hereunder  shall be billed to and paid by Customer.

6.6. Relationship to  Subscribed Services. The Professional Services provided under this Agreement may be in support of  Subscribed Services purchased by Customer. No Statement of Work for Professional Services hereunder grants Customer any license or rights to use  Subscribed Services. In addition, Customer agrees that its purchase of Professional Services is not contingent upon the delivery of any future functionality or features of  Subscribed Services, nor is it dependent upon any oral or written public comments made by SAASTEPS with respect to such future functionality or features.

7. STATEMENTS OF WORK – COOPERATION, DELAYS, ACCEPTANCE, CHANGES TO SCOPE

7.1. Cooperation; Delays.

1. Each party agrees to cooperate reasonably and in good faith with the other in the performance of the Professional Services and acknowledges that delays may otherwise result in the provision of such Professional Services. Customer agrees to provide, or provide access to, the following: its office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, complete and accurate information and data from its employees and agents, continuous administrative access to its Salesforce account, coordination of onsite, online and telephone meetings, and other resources as reasonably necessary for satisfactory and timely performance of the Professional Services.

2. Customer is also responsible for the following: (i) assigning a dedicated internal project manager for each Statement of Work to serve as a single point of contact for SAASTEPS; (ii) defining and maintaining its business objectives and requirements that will guide its use of the SAASTEPS application and Professional Services; (iii) reviewing deliverables for conformance with relevant requirements; (iv) training its Users generally in the use of the SAASTEPS application; and (v) administering the SAASTEPS application generally for its own internal business purposes.

3. Each party agrees its respective employees and agents will reasonably and in good faith cooperate with each other in a professional and courteous manner in the performance of their duties in connection with Professional Services under this Agreement. Customer may suspend performance hereunder immediately upon written notice should SAASTEPS‘ employees or agents fail to act accordingly. SAASTEPS may suspend performance hereunder upon thirty (30) days written notice should Customer’s employees or agents fail to act accordingly.

4. Except where the relevant Statement of Work provides otherwise, scheduling of SAASTEPS’s resources for provision of Professional Services must be agreed to no later than ten (10) business days prior to the date work is scheduled to begin. Subsequent scheduling changes requested by Customer may result in additional fees. Delays caused by Customer under a Statement of Work to which SAASTEPS has dedicated resources and begun work will be billed to Customer as follows: (i) offsite planned resources will be billed at 50% of the planned hours during the period of the delay; and (ii) onsite planned resources will be billed at 100% of the planned hours during the period of the delay (maximum of 8 hours per business day). Delays caused by Customer that exceed ten (10) business days shall entitle SAASTEPS to terminate the relevant Statement of Work for cause immediately upon written notice.

7.2. Acceptance.

1. Upon completion of each deliverable under a Statement of Work, SAASTEPS will provide a complete copy thereof to Customer and, upon request, reasonably demonstrate to Customer its functionality in conformance with the relevant specifications. Customer is responsible for conducting any additional review or testing of such deliverable pursuant to any applicable acceptance criteria or test suites agreed upon by the parties for such deliverable.

2. If Customer, in its reasonable and good faith judgment, determines that any submitted deliverable does not meet the applicable functional requirements set forth for such deliverable in the relevant Statement of Work, Customer must notify SAASTEPS in writing within ten (10) business days after SAASTEPS’s submission of the deliverable specifying any such deficiencies in complete detail. Each deliverable shall be deemed accepted by Customer unless such timely notice is provided to SAASTEPS. At Customer expense, SAASTEPS shall use commercially reasonable efforts to promptly cure any such deficiencies within twenty (20) business days of receipt of such notice and then resubmit the deliverable for further review and acceptance testing in the same manner. Should any deliverable fail to satisfy the applicable functional requirements after the second resubmission of such deliverable to Customer, Customer may (i) again reject the deliverable and return it to SAASTEPS for further cure and resubmission; or (ii) terminate the relevant Statement of Work for cause immediately upon written notice to SAASTEPS and recover all Professional Services fees associated solely with such deficient deliverable. Notwithstanding the foregoing, in the event the applicable functional requirements as stated in the Statement of Work are subsequently determined by the parties to be inappropriate or to require modification due to changed circumstances, incorrect assumptions or other reasons at the time of actual delivery and testing of a deliverable, the parties shall cooperate in good faith to appropriately modify such requirements.

3. Customer shall provide SAASTEPS a written acceptance of each deliverable promptly upon acceptance. Failure to reject a deliverable within the applicable acceptance period shall be deemed acceptance of such deliverable.

7.3. Changes to Scope. Any changes to the scope of work under a Statement of Work shall be made by written change order or amendment to the Statement of Work signed by an authorized representative of each party prior to implementation of such changes.

8. PROPRIETARY RIGHTS

8.1. Reservation of Rights in  Subscribed Services. Subject to the limited rights expressly granted hereunder, SAASTEPS  SAASRAM Suite reserves all rights, title and interest in and to the  Subscribed Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. In addition, Company shall not, and shall not permit its affiliates or partners to, copy, frame, mirror, modify or create derivatives of, translate, reverse engineer, intent to build, disassemble, reverse compile, de-compile or otherwise attempt to determine the functionality of the  Subscribed Services or parts thereof. All recorded videos by SAASTEPS or by Company related to  Subscribed Services, or SAASTEPS related documentation will also be confidential and cannot be shared with any Company affiliates or partners, except those affiliates or partners of Company that are bound by industry-standard confidentiality agreements with Company that prohibit the above actions.

8.2. Restrictions. Customer shall not (i) permit any third party to access the  Subscribed Services except as permitted herein, (ii) create derivate works based on the  Subscribed Services except as authorized herein, (iii) copy, frame, intent to build or mirror any part or content of the  Subscribed Services, (iv) reverse engineer the  Subscribed Services, or (v) access the  Subscribed Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the  Subscribed Services.

8.3. Customer Applications and Code. If Customer, a third party acting on Customer’s behalf, or a User creates applications or program code using the  Subscribed Services, Customer authorizes SAASTEPS to host, copy, transmit, display and adapt such applications and program code, solely as necessary for SAASTEPS to provide the  Subscribed Services in accordance with this Agreement. Subject to the above, SAASTEPS acquires no right, title or interest from Customer or Customer’s licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

8.4. Customer Data. Subject to the limited rights granted by Customer hereunder, SAASTEPS acquires no right, title or interest from Customer or Customer’s licensors under this Agreement in or to Customer Data, including any intellectual property rights therein.

8.5. Suggestions. SAASTEPS shall have a royalty-free, worldwide, irrevocable, transferable, perpetual license to use and incorporate into the  Subscribed Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the  Subscribed Services.

8.6. Federal Government End Use Provisions. SAASTEPS provides the  Subscribed Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the  Subscribed Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with SAASTEPS to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

8.7. Work Product. SAASTEPS hereby grants Customer a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use for its internal business purposes anything developed by SAASTEPS for Customer as a result of Professional Services performed by SAASTEPS under this Agreement (“Work  Product“). SAASTEPS shall retain all ownership rights in and to the Work Product.

9. CONFIDENTIALITY

9.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information shall include Customer Data. SAASTEPS’s Confidential Information shall include the  Subscribed Services. Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information.

9.2. Protection of Confidential Information. The Receiving Party shall (i) protect Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein or are otherwise bound by rules of professional conduct to keep such Confidential Information confidential. Neither party shall disclose the terms of this Agreement to any third party other than their legal counsel, accountants, and agents on a need-to-know basis without the other party’s prior written consent; provided that either party may disclose this Agreement to a third party under agreement of confidentiality in connection with a sale, or potential sale, of all or substantially all of its assets or its equity.

9.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such 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. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

10. WARRANTIES AND DISCLAIMERS

10.1. SAASTEPS Warranties Regarding  Subscribed Services. SAASTEPS warrants that (i) SAASTEPS has validly entered into this Agreement and has the legal power to do so, (ii) subject to Section 4 (Third Party Applications), the functionality of the  Subscribed Services will not be materially decreased during a Subscription Term, and (iii) SAASTEPS will not transmit Malicious Code to Customer, provided it is not a breach of this subpart (iii) if Customer or a User uploads a file containing Malicious Code into the  Subscribed Services and later downloads that file containing Malicious Code. For any breach of the foregoing warranties, Customer’s exclusive remedy shall be as provided in Section 13.4 (Termination for Cause) and Section 13.5 (Refund or Payment upon Termination) below.

10.2. SAASTEPS Warranties Regarding Professional Services. SAASTEPS warrants that the Professional Services will be performed in a professional manner in accordance with generally accepted industry standards. Customer must report any deficiencies in the Professional Services to SAASTEPS in writing within ten (10) days of performance of such services in order to receive warranty remedies. For any breach of the foregoing warranty, Customer’s exclusive remedy, and SAASTEPS’s entire liability, shall be the re-performance of the Professional Services. If SAASTEPS is unable to re-perform the Professional Services as warranted, Customer shall be entitled to recover the fees paid to SAASTEPS for the deficient Professional Services.

10.3. Customer Warranties. Customer warrants that Customer has validly entered into this Agreement and has the legal power to do so.

10.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. MUTUAL INDEMNIFICATION

11.1. Indemnification by SAASTEPS. SAASTEPS shall indemnify, defend, and hold harmless Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that either (x) the use of the  Subscribed Services as permitted hereunder, or (y) any information, design, specification, instruction, software, data or material (“Material“) furnished by SAASTEPS in connection with any Professional Services, infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Customer“), and shall indemnify, and hold harmless Customer from and against any loss, damages, or costs (including reasonable attorney’s fees) incurred in connection with any Claim Against Customer, including for any and all amounts paid by Customer under a court-approved settlement of a Claim Against Customer; provided that Customer (a) promptly gives SAASTEPS written notice of the Claim Against Customer; (b) gives SAASTEPS sole control of the defense and settlement of the Claim Against Customer (provided that SAASTEPS may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provides to SAASTEPS all reasonable assistance, at SAASTEPS’s expense.

11.2. Limitations on Indemnification by SAASTEPS. Notwithstanding Section 11.1, SAASTEPS will have no liability to indemnify Customer against any Claim Against Customer to the extent such claim is based on or attributable to: (i) the interoperation of the  Subscribed Services with any other Third Party Applications, (ii) use of a superseded or altered release of the  Subscribed Services, (iii) the alteration or modification of the  Subscribed Services by any party other than SAASTEPS or by a party not authorized by SAASTEPS to make such alteration or modification, (iv) Material furnished by SAASTEPS based on specifications provided by Customer, or (v) use of a superseded or altered version of some or all of the Material, if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered release of the Material which was provided to Customer.

11.3. Indemnification by Customer. Customer shall indemnify, defend, and hold harmless SAASTEPS against any claim, demand, suit or proceeding made or brought against SAASTEPS by a third party alleging that either (x) Customer Data, or Customer’s use of the  Subscribed Services in breach of this Agreement, or (y) any Material furnished by Customer in connection with any Professional Services, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against SAASTEPS“), and shall indemnify and hold harmless SAASTEPS from and against any loss, damages, or costs (including reasonable attorney’s fees) incurred in connection with any Claim Against SAASTEPS, including for any and all amounts paid by SAASTEPS under a court-approved settlement of a Claim Against SAASTEPS; provided that SAASTEPS (a) promptly gives Customer written notice of the Claim Against SAASTEPS; (b) gives Customer sole control of the defense and settlement of the Claim Against SAASTEPS (provided that Customer may not settle any Claim Against SAASTEPS unless the settlement unconditionally releases SAASTEPS of all liability); and (c) provides to Customer all reasonable assistance, at Customer’s expense.

11.4. Limitations on Indemnification by Customer. Notwithstanding Section 11.3, Customer will have no liability to indemnify SAASTEPS against any Claim Against SAASTEPS to the extent such claim is based on or attributable to use of a superseded or altered version of some or all of the Material, if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered release of the Material which was provided to SAASTEPS

11.5. Mitigation of Damages by SAASTEPS. In the event of a Claim Against Customer, or if SAASTEPS reasonably believes the  Subscribed Services may infringe or misappropriate, SAASTEPS may, in SAASTEPS’s discretion and at no cost to Customer, (i) modify the  Subscribed Services so that they no longer infringe or misappropriate without breaching SAASTEPS’s warranties under “SAASTEPS Warranties Regarding  Subscribed Services” above, (ii) obtain a license for Customer’s continued use of the  Subscribed Services in accordance with this Agreement, or (iii) terminate this Agreement and refund to Customer any prepaid fees for  Subscribed Services covering the remainder of the Subscription Term after the effective date of termination.

11.6. Mitigation of Damages by Either Party. In the event that some or all of the Material provided by a party (“Provider”) to the other party (“Recipient”) in connection with any Professional Services as applicable is held or is reasonably believed by Provider to infringe or misappropriate the intellectual property rights of a third party, Provider shall have the option, at its expense, to (a) modify the Material so it no longer infringes or misappropriates; (b) obtain for Recipient a license to continue using the Material; or (c) require return of the affected Material and all rights thereto from Recipient. If Provider is SAASTEPS, then Customer may, upon thirty (30) days prior written notice to SAASTEPS, terminate the relevant Statement of Work, in which case Customer shall be entitled to recover the fees paid for that portion of the Statement of Work applicable to the Material. If Provider is Customer and such return materially affects SAASTEPS’s ability to meet its obligations under the relevant Statement of Work, then SAASTEPS may, upon thirty (30) days prior written notice to Customer, terminate such Statement of Work, in which case Customer shall pay SAASTEPS for Professional Services rendered through the date of termination on the greater of a T&M or percent of completion basis.

11.7. Exclusive Remedy. This Section 11 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

12. LIMITATION OF LIABILITY

12.1. Limitation of Liability. EXCEPT FOR DAMAGES INCURRED IN CONNECTION WITH PROFESSIONAL SERVICES FURNISHED UNDER SECTION 6 (PROFESSIONAL SERVICES – ORDERING, CHARGES, PAYMENT, TAXES), NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. WITH RESPECT TO DAMAGES INCURRED IN CONNECTION WITH PROFESSIONAL SERVICES FURNISHED UNDER SECTION 6 (PROFESSIONAL SERVICES – ORDERING, CHARGES, PAYMENT, TAXES), NEITHER PARTY’S AGGREGATE LIABILITY FOR SUCH DAMAGES SHALL EXCEED THE TOTAL AMOUNT OF FEES PAID AND/OR DUE BY CUSTOMER UNDER THE APPLICABLE STATEMENT OF WORK. THE FOREGOING LIMITATIONS SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR  SUBSCRIBED SERVICES) OR SECTION 6 (PROFESSIONAL SERVICES – ORDERING, CHARGES, PAYMENT, TAXES).

12.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT ANY SUCH AMOUNTS ARE INCLUDED AS DAMAGES IN A THIRD-PARTY CLAIM SUBJECT TO INDEMNIFICATION HEREUNDER OR PROHIBITED BY APPLICABLE LAW.

13. TERM AND TERMINATION

13.1. Term of Agreement. This Agreement commences on the Effective Date and remains in effect until the latter of (i) all Site Subscriptions and User Subscriptions granted in accordance with this Agreement have expired or been terminated, and (ii) all outstanding Statements of Work hereunder have been completed.

13.2 Term of Site Subscription. If Customer purchases a Site Subscription, the Site Subscription commences on the Subscription Start Date specified in the applicable Purchase Schedule and continues for the subscription term specified therein (the “Subscription Term”). Except as otherwise specified in the applicable Purchase Schedule, the Site Subscription shall automatically renew for additional renewal Subscription Terms equal to the then expiring Subscription Term or renewal Subscription Term, as applicable, unless either party gives the other notice of non-renewal 90 days before the end of the then current Subscription Term. SAASTEPS will notify Company sixty (60) days prior to the renewal period if there are going to be any changes to any current Agreements, including SOW(s), and/or pricing and Company will provide a thirty (30) notice as to whether Company will renew or terminate this Agreement with those changed terms. If Company does not elect to renew with such changes, then this Agreement will terminate at the end of the then current Subscription Term.

13.3 Term of User Subscriptions. If Customer purchases one or more User Subscriptions, each User Subscription commences on the User Subscription Start Date specified in the applicable Purchase Schedule and continues for the Subscription Term specified therein. Except as otherwise specified in the applicable Purchase Schedule, all User Subscriptions shall automatically renew for additional renewal Subscription Terms equal to the then expiring Subscription Term or renewal Subscription Term, as applicable, unless either party gives the other notice of non-renewal at least 90 days before the end of the then current Subscription Term.

13.4. Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such proceeding (if involuntary) is not dismissed within 60 days of the petition.

13.5. Refund or Payment upon Termination for Cause. Upon any termination for cause by Customer, SAASTEPS shall refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination.  Upon any termination for cause by SAASTEPS, Customer shall pay any unpaid fees covering the remainder of the term of all Purchase Schedules after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to SAASTEPS for the period prior to the effective date of termination.

13.6. Termination for Convenience of Statement of Work by Customer. Customer may terminate any Statement of Work hereunder at any time for convenience by providing SAASTEPS five (5) business days prior written notice, except for Statements of Work that are billed in advance or that otherwise expressly do not permit cancellation or termination for convenience. If Customer terminates a Statement of Work for convenience prior to its completion, then (i) SAASTEPS will stop work under the Statement of Work promptly upon Customer’s written notification; and (ii) Customer will be billed for (A) in the case of a T&M Statement of Work, amounts accrued under that Statement of Work through such termination date; or (B) in the case of a fixed fee Statement of Work, a prorated amount corresponding to the planned work through such termination date. Because SAASTEPS cannot guarantee continuity of resources should Customer desire to restart work under a Statement of Work after having given notice of termination for convenience thereof, such restarting of work may involve additional billable hours and effort for information transfer, project re-planning, and other reasonable restart activities.

13.7. Termination for Convenience of Statement of Work by SAASTEPS. SAASTEPS may terminate any Statement of Work hereunder at any time for convenience by providing Customer fifteen (15) business days prior written notice if Customer has not authorized work to begin under such Statement of Work within thirty (30) calendar days of its effective date.

13.8. Termination of Statement of Work Due to Non-Payment. If Customer fails to make payment for any Professional Services on any due date, SAASTEPS shall have the right to suspend all Professional Services hereunder and, if such failure to make payment has not been cured within thirty (30) days of the due date, upon written notice, terminate this Agreement and any or all outstanding Statements of Work hereunder.

13.9  Termination Obligations.  Within thirty (30) days of any termination of this Agreement, the Company will also participate in SAASTEPS  Subscribed Services Departure Acknowledgment and Signoff Process when terminating the agreement and departing as a customer of SAASTEPS® SAASRAM™  solution suite (please view Exhibit A for more details).

13.10. Surviving Provisions. Section 5 (Fees and Payment for  Subscribed Services), 6.2 (Fees for Professional Services ), 8 (Proprietary Rights), 9 (Confidentiality), 10.4 (Disclaimer), 11 (Mutual Indemnification), 12 (Limitation of Liability), 13.5 (Refund or Payment upon Termination for Cause) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.

14. GENERAL PROVISIONS

14.1. Export Compliance. The  Subscribed Services, other technology SAASTEPS makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use  Subscribed Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

14.2. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of SAASTEPS’s employees or agents in connection with this Agreement.

14.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.5. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

14.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

14.7. Attorney Fees. Customer shall pay on demand all of SAASTEPS’s reasonable attorney fees and other costs incurred by SAASTEPS to collect any fees or charges due SAASTEPS under this Agreement.

14.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or its equity; provided that the non-assigning party may immediately terminate this Agreement if such event involves a direct competitor of such party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.9. Entire Agreement. This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Master Subscription Agreement and any exhibit or addendum hereto, the terms of this Master Subscription Agreement shall prevail. It is expressly agreed that any terms and conditions that may be attached to a Customer purchase order, whenever received by SAASTEPS, shall be null and void and superseded in full by the terms of this Master Subscription Agreement and the applicable Statement of Work.

14.10. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to Customer shall be addressed to the address specified in the Introduction to this Agreement or to an updated notice address delivered by Customer to SAASTEPS. Notices to SAASTEPS shall be addressed to legal@saasteps.com or to an updated notice address delivered by SAASTEPS to Customer.

14.11. Governing Law and Jurisdiction. This Agreement and any dispute relating thereto shall be governed by the laws of the State of Colorado, without regard to its conflicts of laws rules.  Subject to Section 14.13, the Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado.

14.12. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

14.13. Mediation. Any dispute, claim or controversy (“Claim”) arising out of or relating to this Agreement shall be first submitted to JAMS or its successor for non-binding mediation in Denver, Colorado before a single mediator, as a condition precedent to pursuing litigation. Either party may commence the mediation process by providing to the other party written notice, setting forth the subject of the Claim and the relief requested (the “Initial Notice”). The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The initial mediation session shall be held within thirty (30) days after the date of delivery of the Initial Notice. The parties agree that they will participate in the mediation in good faith and that they will share equally the costs and expenses of the mediation (which shall not include the expenses incurred by each party for its own legal representation in connection with the mediation). The parties further agree that mediation proceedings are settlement negotiations, and that, to the extent allowed by applicable law, all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties or their agents, shall be confidential and inadmissible in any legal proceeding involving the parties; provided, however, that evidence which is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. In the event that, sixty (60) days after the date of delivery of the Initial Notice (or such longer time period as the parties shall have agreed to in writing), the parties have been unable to come to a resolution of the Claim after a good faith attempt at mediation, either party may initiate litigation with respect to the Claim.

14.14. Subcontractors. SAASTEPS may, in its reasonable discretion, use third party contractors to perform any of its obligations in connection with  Subscribed Services or Professional Services hereunder and may provide the applicable provisions of this Agreement in connection therewith. SAASTEPS shall remain fully responsible for the performance of its obligations under this Agreement, and any breach by a subcontractor shall constitute a breach by SAASTEPS. Customer understands that the  Subscribed Services are designed to interoperate with the Salesforce.com CRM Tool, and, notwithstanding anything herein to the contrary, Customer agrees that SAASTEPS is not responsible for any breach caused by Salesforce.com or any provider of a Third Party Application.

IN WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this Agreement to be duly executed in its name by one of its duly authorized officers as of the singed Purchase Schedule, Effective Date.