CodeCargo General Software and Service Terms

1. Definitions

Capitalized terms shall have the meanings set forth in Exhibit A.

2. Cloud Services

If you are licensing Cloud Services from CodeCargo, the cloud service terms set forth on Exhibit B apply in addition to all other relevant provisions of these General Terms.

3. Downloadable Software

If you are licensing Downloadable Software from CodeCargo, the terms set forth on Exhibit C apply in addition to all other relevant provisions of these General Terms.

4. Professional Services

If you are obtaining professional services from CodeCargo, the terms set forth on Exhibit D apply in addition to all other relevant provisions of these General Terms.

5. Acceptable Use Policy ("AUP")

The Software may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in CodeCargo's AUP. You agree to comply with the AUP throughout the term of this Agreement.

6. Fees and Payment

Customer shall pay CodeCargo the Fees within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting CodeCargo's other rights and remedies:

• CodeCargo may charge interest on the past due amount at the rate of 1.5% per month (or the maximum rate allowed by law, if lower) accruing from the due date until paid;
• Customer shall reimburse CodeCargo for all reasonable costs incurred by CodeCargo in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and
• if such failure continues for five days or more, CodeCargo may suspend Customer's and all Authorized Users' access to any portion or all of the Cloud Services until such amounts are paid in full.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on CodeCargo's income.

7. Confidential Information

From time to time during the term of the Agreement, CodeCargo and Customer may disclose or make available to the other party Confidential Information. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement.

Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings.

Each party's obligations of non-disclosure and non-use with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Privacy Policy

CodeCargo complies with its Privacy Policy in providing the Software and Professional Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Software or Professional Services, 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 with the then-current version of our Privacy Policy.

9. Intellectual Property Ownership

As between you and us, (i) we own all right, title, and interest, including all intellectual property rights, in and to the Software, and (ii) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. CodeCargo reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the CodeCargo IP.

10. Feedback

If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, any Feedback, we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

11. Technical Support

Technical support consists of CodeCargo's technical support services included as part of Software you may have ordered from CodeCargo in an Order. You agree to cooperate with CodeCargo and provide the access, resources, materials, personnel, information and consents that CodeCargo may require in order to perform the technical support services. CodeCargo's technical support policies are subject to change at CodeCargo's discretion; however, CodeCargo policy changes will not result in a material reduction in the level of technical support services provided for supported Software during the Service Period.

12. Indemnification

CodeCargo Indemnification

CodeCargo shall indemnify, defend, and hold Customer harmless from and against any and all Losses incurred by Customer resulting from any Third Party Claim that the Software, or any use of the Software in accordance with this Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies CodeCargo in writing of the Third Party Claim, cooperates with CodeCargo, and allows CodeCargo sole authority to control the defense and settlement of such Third Party Claim.

If such a Third Party Claim is made or CodeCargo reasonably anticipates such a Third Party Claim will be made, Customer agrees to permit CodeCargo, at CodeCargo's sole discretion, to (A) modify or replace the Software, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If CodeCargo determines that neither alternative is reasonably available, CodeCargo may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

CodeCargo will have no obligation under this Section to the extent a Third Party Claim arises from: (A) the combination of the Software with hardware, software, data, or processes not furnished by CodeCargo; (B) modification of the Software by any party other than CodeCargo or its subcontractors; (C) use of any version of the Software other than the then-current, unaltered release of the Software, if the claim would have been avoided by installing an update or upgrade made available at no additional charge; (D) use of the Software outside the scope of the Documentation or the Agreement; (E) Open-Source Components embedded in or accessed through the Software, to the extent the applicable open-source license prohibits such indemnification; or (F) Customer Data or Third-Party Products.

This Section sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third Party Claims that the Software infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.

Customer Indemnification

Customer shall indemnify, hold harmless, and, at CodeCargo's option, defend CodeCargo and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property or privacy rights; or (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Software in a manner violative of or not authorized by this Agreement; provided that Customer may not settle any Third Party Claim against CodeCargo unless CodeCargo consents to such settlement, and further provided that CodeCargo will have the right, at its option, to defend itself against any such Third Party Claim or to participate in the defense thereof by counsel of its own choice.

13. Limitations of Liability

IN NO EVENT WILL CODECARGO BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CODECARGO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

SUBJECT TO SECTION 13(C) BELOW, IN NO EVENT WILL CODECARGO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO CODECARGO UNDER THE RELEVANT ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notwithstanding anything to the contrary, CodeCargo's aggregate liability for its indemnification obligations under Section 12 will not exceed two (2) times the liability cap set forth in Section 13(b) above.

14. Term and Termination

Term

Unless terminated earlier pursuant to this Agreement's express provisions, Orders shall continue for the applicable Service Period set forth therein, provided that, unless otherwise set forth in the applicable Order, the Service Period of each Order will automatically renew for additional successive one-year terms unless either party gives the other party written notice of non-renewal at least sixty days prior to the expiration of the then-current Service Period.

Termination

In addition to any other express termination right set forth in this Agreement:

• Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
• Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Effect of Termination

Upon termination of this Agreement, Customer shall immediately discontinue use of the CodeCargo IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. Moreover, if CodeCargo terminates any Orders pursuant to Section 14(b), you must also pay all sums remaining unpaid for the terminated Orders, plus related taxes and expenses, within 30 days of such termination.

Survival

This Section 14(d), Sections 5, 6, 7, 9, 10, 12, 13, 16, 17, 20, 21, 22, and 23, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

15. Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify these General Terms from time to time, and that modified General Terms become effective on posting. You will be notified of modifications through notifications or posts on https://codecargo.com/terms or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. If you object to a material modification, your sole remedy is to terminate the affected Order within thirty (30) days of notice and receive a pro-rated refund of prepaid, unused Fees. Your continued use of the Cloud Services after the effective date of the modifications will be deemed acceptance of the modified terms.

16. Export Regulation

The Software utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software or the software or technology included in the Cloud Services to, or make the Software or the software or technology included in the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or the software or technology included in the Software available outside the US.

17. US Government Rights

Each of the software components that constitute the Software and the Documentation is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

18. Determination of Appropriateness

Prior to entering into an Order governed by the Agreement, you are solely responsible for determining whether the Software meet your technical, business, or regulatory requirements. CodeCargo will cooperate with your efforts to determine whether use of the Software is consistent with those requirements. Additional fees may apply to any additional work performed by CodeCargo or changes to the Software. You remain solely responsible for your regulatory compliance in connection with your use of the Software.

19. Order of Precedence

It is expressly agreed that the terms of the Agreement and any CodeCargo Order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-CodeCargo document, and no terms included in any such purchase order, portal, or other non-CodeCargo document shall apply to your CodeCargo Order. In the event of any inconsistencies between the terms of an order and the Agreement, the Order shall take precedence; however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement (defined in Exhibit B) shall take precedence over any inconsistent terms in an Order. No third party beneficiary relationships are created by the Agreement.

20. Governing Law and Jurisdiction

This agreement is governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland. The Uniform Computer Information Transactions Act does not apply to the Agreement or to orders placed under it. To the extent that the Uniform Computer Information Transactions Act may be deemed applicable, the parties hereby opt out of its application pursuant to the provisions allowing such exclusion. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Maryland in each case located in the city of Bethesda and County of Montgomery, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

21. Publicity

Neither party shall issue press releases or use the other's name or logo without prior written consent, except CodeCargo may list Customer as a client in factual marketing materials.

22. Force Majeure

Except for Customer's obligation to pay all undisputed Fees, neither party will be liable for any delay or failure in performance caused by circumstances beyond its reasonable control (including power or Internet outages, acts of God, labor disputes, acts or omissions of third parties, or governmental actions). The affected party must give prompt written notice; its obligations are suspended for the duration of the event and any reasonable recovery period, and CodeCargo may adjust delivery schedules to reflect the resulting delay.

23. Miscellaneous

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us.

Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Software or Professional Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Except for actions for nonpayment or breach of CodeCargo's proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than two years after the cause of action has accrued. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.