THIS SAAS SERVICES AGREEMENT GOVERNS CUSTOMER'S USE OF THE SERVICES. BY CLICKING ON THE ACCEPTANCE BOX OR ACCESSING OR USING THE SITE OR THE SERVICES, CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL SUCH ACCESS AND USE IS SUBJECT TO THIS AGREEMENT. ANY SUCH ACCESS OR USE WILL CONSTITUTE SUCH ACCEPTANCE AND RESULT IN A BINDING AND LEGALLY ENFORCEABLE AGREEMENT BETWEEN CUSTOMER AND CLEARPOINT BUSINESS GROUP, LLC ("COMPANY"), THE PROVIDER OF THE CTSO CENTRAL PLATFORM. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A CORPORATION, PARTNERSHIP, ASSOCIATION OR OTHER ENTITY OR GROUP OR IF YOU HAVE AUTHORIZED ANOTHER ENTITY OR INDIVIDUAL TO ACCEPT THESE TERMS ON YOUR BEHALF, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT OR TO HAVE SUCH ENTITY OR INDIVIDUAL BIND YOU TO THIS AGREEMENT.

THE APPLICABLE PROVISIONS OF THIS AGREEMENT ALSO GOVERN ANY FREE TRIAL OF THE SERVICES.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF CUSTOMER AND THE COMPANY HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING CUSTOMER'S USE OF THE SERVICES (A "CUSTOM AGREEMENT"), THE TERMS OF THE CUSTOM AGREEMENT SHALL CONTROL IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY WITH THIS AGREEMENT. IN ALL OTHER RESPECTS, THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT TO THE EXTENT NOT INCONSISTENT WITH THE CUSTOM AGREEMENT.

1. Services and Restrictions

1.1 Paid Services

Subject to the terms and conditions of this Agreement, the Company grants to Customer a non-exclusive, nontransferable, worldwide and non-sublicensable right during the term of this Agreement to use the Services for Customer's internal business operations. The Company further grants to Customer the right to allow Permitted Third Parties to use the Services solely in connection with Customer's business relationship with the Permitted Third Party. Any use of Services during the Term shall be (i) in accordance with the Documentation, and (ii) limited to the maximum number of Authorized Users (by user type if applicable), capacity allotment and/or the maximum storage space specified on any Ordering Document (including any enhanced functionality or additional services, if available). Customer's right to use the Services is subject to any use limitations that may be based on the version of the Services for which Customer registers as set forth in the Documentation and/or as set forth in the Ordering Document (collectively, the "Scope Limitations").

1.2 Free Trial

If Customer registers for a free trial, which may include a proof of concept (PoC), the Company will make the applicable Service available to Customer for its internal business operations on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which Customer registered to use the applicable Service; (b) the start date of any purchased Service subscription ordered by Customer for such Service; or (c) termination by the Company in its sole discretion. Additional trial or PoC terms and conditions may appear on the applicable registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. The Company reserves the right to determine Customer's eligibility for a free trial or PoC, and, subject to applicable laws, to withdraw, terminate or to modify a free trial or PoC at any time without prior notice and with no liability, to the greatest extent permitted under law. ANY DATA ENTERED INTO THE SERVICES, AND ANY CONFIGURATION CHANGES MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING A FREE TRIAL MAY BE PERMANENTLY LOST UNLESS: (A) CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME OR HIGHER TIER SERVICE AS THOSE COVERED BY THE FREE TRIAL OR (B) CUSTOMER EXPORTS SUCH DATA BEFORE THE END OF THE FREE TRIAL PERIOD. It is recommended to review the applicable Documentation for the Services during any free trial period to become familiar with the functionality and features of the Services before making any purchase.

1.3 Restrictions

The rights to use the Services granted hereunder are contingent upon Customer's and its Authorized Users' compliance with the Scope Limitations, this Agreement and the CTSO Central Acceptable Use Policy. Customer shall not directly or indirectly: (i) make any Services available to anyone other than Customer or its Authorized Users; (ii) offer, use, or otherwise exploit the Services, whether or not for a fee, in any other similar product or offering; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or any software, documentation or data related to the Services; (iv) modify or make derivative works based upon the Services; (v) copy or create Internet "links" to the Services or "frame" or "mirror" any of the Services; (vi) permit direct or indirect access to or use of any Services or Content in a way that circumvents any usage limit; (vii) use the Services if Customer is a competitor of the Company; or (viii) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.

1.4 General

Customer's registration for, or use of, the Services shall be deemed to be Customer's agreement to abide by this Agreement for itself and on behalf of its Authorized Users, including any materials available on the Site that are incorporated by reference herein, including registration and tenant set up processes and the Company's privacy and security policies. Customer shall be directly responsible for any violations of this Agreement by any party that it allows to access the Services, including Authorized Users. Support for paid Services will be provided in accordance with the Company's Support Policy for SaaS services (available at www.ctsocentral.com/legal/support-policy). The Company shall not be obligated to provide support services for free trials but may elect to provide Services updates in its sole discretion.

2. Customer Responsibilities

2.1 Compliance

Customer and its Authorized Users shall use the Services and the Content in accordance with this Agreement and the CTSO Central Acceptable Use Policy. Customer is responsible for all Authorized User activity in connection with the Services and all Authorized Users' compliance with the terms of this Agreement and the CTSO Central Acceptable Use Policy. The Site may contain links to other Company websites. If an Authorized User chooses to access any other Company site, Authorized User is responsible for agreeing to the applicable terms of use for such site. If Authorized User does not agree to such terms of use, Authorized User should not access, visit or participate in such sites.

2.2 Privacy Policy

Customer acknowledges that the Services are hosted by a third-party provider. Customer should refer to the privacy policy posted by such third party at www.aws.amazon.com/privacy, and the policies referred to therein, which shall apply to the Services. The Company may remove or update its third-party provider at any time and any such successor provider's privacy policy shall apply to the Site and the Services. The Company's Cookie & Privacy Policy shall apply to Customer and Authorized User registration and account administration information only and is located at www.ctsocentral.com.

2.3 Privacy Compliance

Customers are recommended not to store EEA/Swiss/UK personal data (as defined under EU/Swiss/UK relevant law) or any Content that may be governed by industry specific legislation in the Service. The Company is neither the Data Controller nor the Data Processor (as defined under relevant EU/Swiss law) of any personal data Content inputted by Customer or any Authorized User. If Customer or any Authorized User chooses to input personal data Content, Customer shall remain solely liable and responsible for complying with applicable privacy laws with respect to Customer's and its Authorized Users' use of the Services and the Content, including but not limited to EU General Data Protection Regulation and any other privacy/data protection obligations in relation to the processing of such Content (including but not limited to the obligations to delete data, process it lawfully, and restrictions regarding transfer outside of the EEA/Switzerland/UK, and responding to data subject access requests). All Content used by or within the Services may be stored on servers located outside of the EEA/Switzerland/UK, unless options (if available) are selected and used by the Customer to retain the data on relevant servers within the EEA/Switzerland/UK. Further, Customer and Authorized Users are not permitted to store, maintain, process or transmit sensitive personal information, including but not limited to financial information, country identification numbers (such as social insurance, social security, driver's license or passport numbers) or Protected Health Information (as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA)) in the Services, except as may be expressly authorized by the Company in a Custom Agreement or an applicable Education Data Addendum.

2.4 Responsibility for Content

Customer acknowledges and agrees that (i) Customer has sole responsibility to determine which Authorized Users gain access to the Services and which Content such Authorized Users may access via the Services, (ii) the Company has no obligation to monitor any Content, (iii) the Company does not control, interpret, verify or endorse the Content that Customers or Authorized Users make available on the Services, (iv) the Company is not responsible for the accuracy, completeness, appropriateness, copyright compliance or legality of any Content accessible using the Services, (v) Customer, and not the Company, is fully responsible for all storage and backup of Content; and (vi) subject to Section 3, Customer is solely responsible for the uploading and/or deletion of any Content placed on the Site or with the Services by any Authorized User. Customer is solely responsible for the development, content, operation, maintenance, and use of Content including but not limited to responsibility for: (i) any claims relating to Content, including claimed violations of applicable law; and (ii) properly handling and processing notices that are sent to Customer (or any Authorized User) regarding Content, such as by any person claiming that any Content violates such person's rights, including notices pursuant to the Digital Millennium Copyright Act.

2.5 Warranties

Customer hereby represents and warrants on behalf of itself and its Authorized Users that (a) it has all of the rights in the Content necessary for the uploading, use, display, publishing, sharing and distribution of the Content (including via CTSO Central applications) in the course of using the Services; and (b) the storage, display, publication, performance, integration, use and transmission of Content through the Services does not violate any law or this Agreement.

2.6 Unauthorized Use

Customer must promptly notify the Company in writing of any unauthorized use of all or any portion of the Services, including any tenant or account administration of the Services. Authorized User login credentials are not permitted to be shared among Authorized Users or with any third parties. In the event of any such unauthorized use by any third party that obtained access through Customer or any of its Authorized Users, Customer will immediately notify the Company and take all steps necessary to terminate such unauthorized use. Customer will provide the Company with such cooperation and assistance related to any such unauthorized use as the Company may reasonably request. Customer acknowledges that in order to protect transmission of Content to the Site and the Services, it is Customer's responsibility to use a secure encrypted connection to communicate with the Services.

2.7 Permitted Third Parties

Customer is solely responsible for its Permitted Third Parties. If Customer chooses to have a Permitted Third Party access the Site or the Services on its behalf, Customer acknowledges that it, and not the Company, is solely responsible and liable for (i) the acts and omissions of such Permitted Third Party in connection with the Services; (ii) any Content that Customer requests or instructs the Permitted Third Party to include in the Services; and (iii) the issuance, removal and/or deactivation of the credentials issued for such Permitted Third Party. Further, if Customer requests or instructs a Permitted Third Party to import or upload Content to the Services, such actions by the Permitted Third Party shall be deemed to be the actions of Customer.

3. Term and Termination

3.1 Term

Customer's and its Authorized Users' access to the Services shall remain in effect, unless earlier terminated, for the Services subscription term set forth in the Ordering Document for such subscription ("Term"). Subscriptions may not be cancelled in whole or in part during any Term. The Term shall automatically renew for renewal terms of the same duration at the Company's then-prevailing rates for the applicable Services, unless and until Customer or the Company elects to non-renew the Term by providing written notice to the other Party at least 45 days prior to the end of the then-current Term.

3.2 Termination

Either Party may terminate this Agreement (without resort to court or other legal action) if the other Party fails to cure a material breach within thirty (30) days (ten (10) days in the case of non-payment by Customer) after written notice of such breach. Notwithstanding the foregoing, the Company may terminate this Agreement immediately with respect to any free trial or upon any breach of Section 1.3. The Company may terminate this Agreement if Customer terminates or suspends its business without a successor or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. The Company may terminate Customer's or any individual Authorized User's access to all or any part of the Services at any time if required by applicable law, effective immediately, which may result in the forfeiture and destruction of all information within Customer's subdomain. Customer may request to delete its subdomain from the Site at any time during the Term (which will result in the termination of Customer's and its Authorized Users' access to the Services) by providing a request to support@ctsocentral.com. No refunds are provided upon any such request for termination.

3.3 Effect of Termination

Upon any termination or expiration of this Agreement, Customer and its Authorized Users' right to access and use the Services shall automatically cease. The Company will make Customer's Content available for export for a period of thirty (30) days following such termination or expiration, after which the Company will delete all Content associated with Customer's account within six (6) months. No refunds or credits of any prepaid fees shall be granted in the event of any termination or expiration. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

4. Disclaimer; Limitation of Liability

4.1 Disclaimer

THE SERVICES AND THE SITE ARE PROVIDED "AS IS," "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, SERVICE PROVIDERS AND LICENSORS DO NOT WARRANT THAT: (I) THE SERVICES OR THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) THE SERVICES OR THE SITE WILL BE FREE OF DEFECTS OR ERRORS; (III) THE SERVICES OR THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE SERVICES OR THE SITE WILL NOT HARM COMPUTER SYSTEMS; OR (V) THE RESULTS OF USING THE SERVICES OR THE SITE WILL MEET CUSTOMER'S OR AUTHORIZED USERS' REQUIREMENTS.

4.2 Limitation of Liability

Except for: (i) each party's indemnification obligations hereunder; (ii) Customer's breach of Section 1.3 (Restrictions), Section 2 (Customer Responsibilities), or Section 9.8 (Export Control); or (iii) Customer's violation of the Company's intellectual property rights, each Party's maximum cumulative liability for any claims, losses, costs (including attorney's fees) and other damages arising under or related to this Agreement, regardless of the form of action, whether in contract, tort (including but not limited to negligence or strict liability) or otherwise, will be limited to actual damages incurred, which will in no event exceed the greater of (a) one thousand dollars (USD $1,000); or (b) the aggregate amount of subscription fees paid by Customer for the Services for the twelve month period immediately preceding the date upon which the events giving rise to such claim occurred.

4.3 Exclusion of Damages

IN NO EVENT SHALL THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, VENDORS OR LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES, INCLUDING FOR ANY LOST PROFITS, DATA OR CONTENT LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF THE COMPANY HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

4.4 Free Trial

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, DURING ANY FREE TRIAL THE SERVICES AND THE SITE ARE PROVIDED "AS-IS" AND WITHOUT ANY WARRANTY AND THE COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES AND THE SITE FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE THE COMPANY'S LIABILITY WITH RESPECT TO THE SERVICES AND THE SITE PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT CUSTOMER'S AND/OR ITS AUTHORIZED USERS' USE OF THE SERVICES OR THE SITE DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO THE COMPANY AND ITS AFFILIATES FOR (A) ANY DAMAGES ARISING OUT OF CUSTOMER'S AND/OR ITS AUTHORIZED USERS' USE OF THE SERVICES AND/OR THE SITE DURING THE FREE TRIAL PERIOD, (B) ANY BREACH BY CUSTOMER AND/OR ITS AUTHORIZED USERS OF THIS AGREEMENT AND/OR (C) ANY OF CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER.

5. Intellectual Property Rights; Indemnification

5.1 Proprietary Rights

The Company (and its licensors, as applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services (or any underlying technology or content within the Services). Further, Customer's license to use and access the Services will be automatically revoked if Customer violates this Agreement in a manner that violates the Company's or any third party's intellectual property rights. No title or ownership of any proprietary rights related to the Services is transferred to Customer or any Authorized User pursuant to this Agreement. All intellectual property rights not explicitly granted to Customer or any Authorized User are reserved by the Company. If Customer provides comments, suggestions, or recommendations to the Company with respect to the Services (including without limitation with respect to modifications, enhancements, improvements, other changes to the Services) (collectively, the "Feedback"), Customer hereby grants to the Company a worldwide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.

5.2 Indemnification by the Company

The Company shall defend, indemnify and hold Customer harmless from any damages and costs awarded against Customer as a result of a third party claim that the Services, as provided by the Company, infringes upon any third party copyright, trademark or patent ("IP Claim"). The Company will not be liable for any IP Claim arising from or based upon: (i) any unauthorized use of, unauthorized access granted to or unauthorized distribution of the Services; and/or (ii) use of any Content with or in the Services. If the Services become, or, in the Company's opinion, is likely to become, the subject of an IP Claim, the Company may, at its option and expense, either: (i) obtain the right for Customer to continue using the Services in accordance with this Agreement; (ii) replace or modify the Services so that it becomes noninfringing while retaining substantially similar functionality; or (iii) if neither of the foregoing remedies can be reasonably effected by the Company, terminate this Agreement (without need for a ruling by a court or arbitrator) and refund Customer any prepaid fees covering the remainder of the term of the terminated subscription. THIS SECTION 5.2 STATES THE COMPANY'S SOLE AND ENTIRE OBLIGATION AND LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY, FOR INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.

5.3 Indemnification by Customer

Customer shall defend, indemnify and hold harmless the Company, its affiliates and each of their respective employees, contractors, directors, officers, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to any third party claims alleging: (i) violation of any privacy or other rights of any third party or any Authorized User in connection with the Services (except to the extent arising from an IP Claim) or (ii) infringement of the intellectual property rights of any third party by Customer or any Authorized User (each, a "Customer Claim").

5.4 Conditions

Each party's indemnification obligations hereunder are subject to: (i) prompt notification of a claim in writing to the indemnifying party; (ii) consent to allow the indemnifying party to have sole control of the defense and any related settlement negotiations; and (iii) provision of information, authority and assistance as necessary for the defense and settlement of the IP Claim or Customer Claim.

6. Fees; Payment and Taxes

6.1 Payment Terms

Customer shall pay all fees due within thirty (30) days from the date of the Company's valid invoice therefor, unless otherwise stated on an Ordering Document. Fees are not subject to any right of offset or suspension and all payments shall be non-cancelable, non-refundable and non-creditable. Fees do not include sales, use, value-added or other taxes or duties. Customer agrees to pay all applicable taxes and duties on Fees for which the Company is required to pay or account, exclusive of any tax on the Company's income. Customer shall directly pay any such taxes or duties assessed against it, unless Customer provides the Company in a timely manner with a valid certificate of exemption or other evidence that items are not taxable. If Customer is required by law or regulation to make any deduction or withholding (whether on account of tax or otherwise) from any payment, Customer shall notify the Company in writing of such deduction or withholding requirement prior to making the payment. Customer shall, in accordance with the law, withhold such deduction or withholding taxes from the amount due, remit the deduction or withholding taxes to the appropriate tax authority, and furnish the Company with proof of payment of such deduction or withholding taxes within thirty (30) days following payment thereof. Where the Company is entitled under any applicable tax treaty to a reduction in the rate of, or the elimination of, applicable withholding tax, the parties agree to cooperate in accordance with applicable law to claim such a reduction. If Customer fails to make any payment when due hereunder, the Company will be entitled to withhold further orders to Customer. If the Customer fails to pay any Fee when due, then the Company may charge Customer interest in an amount of one percent (1%) per month, or such lower rate as may be mandated by applicable law, on the unpaid balance from the due date and/or suspend access to the Services.

7. Confidentiality

7.1 Each Party will hold in confidence the other Party's Confidential Information and will not disclose or use such Confidential Information except as necessary to exercise its express rights or to perform its express obligations hereunder. Any Party's disclosure of the other Party's Confidential Information may be made only to those of its employees or consultants who need to know such information in connection herewith and who have agreed to maintain the Confidential Information as confidential as set forth herein. Notwithstanding the foregoing, a Party may disclose the other Party's Confidential Information to the extent that it is required to be disclosed in accordance with an order or requirement of a court, administrative agency or other governmental body, provided that such Party, to the extent permitted by law, provides the other Party with prompt notice of such order or requirement in order that it may seek a protective order. Each Party's confidentiality obligations hereunder will continue for a period of three (3) years following any termination of this Agreement, provided, however, that each Party's obligations will survive and continue in effect thereafter with respect to, and for so long as, any Confidential Information continues to be a trade secret under applicable law. The Parties acknowledge and agree that the Services and all pricing information shall be treated as the Confidential Information of the Company.

7.2 "Confidential Information" means non-public information that is disclosed by or on behalf of a Party under or in relation to this Agreement that is identified as confidential at the time of disclosure or should be reasonably understood to be confidential or proprietary due to the nature of the information and/or the circumstances surrounding its disclosure. Confidential Information does not include information which, and solely to the extent it: (i) is generally available to the public other than as a result of a disclosure by the receiving Party or any of its representatives; (ii) was known to the receiving Party prior to the date hereof on a non-confidential basis from a source other than disclosing Party or its representatives; (iii) is independently developed by the receiving Party without the benefit of any of the disclosing Party's Confidential Information; (iv) becomes lawfully known to the receiving Party on a non-confidential basis from a source (other than disclosing Party or its representatives) who is not prohibited from disclosing the information to the receiving Party by any contractual, legal, fiduciary or other obligation; or (v) was disclosed by the disclosing Party to a third party without an obligation of confidence. In any dispute concerning the applicability of these exclusions, the burden of proof will be on the receiving Party and such proof will be by clear and convincing evidence.

8. Definitions

8.1 "Agreement" means collectively all the terms and conditions contained or referenced in this document, the CTSO Central Acceptable Use Policy and all other operating rules, notices, policies and procedures that the Company may publish from time to time on the Site.
8.2 "Authorized User" means (a) in the case of an individual accepting this Agreement on such individual's own behalf, such individual, or (b) an employee or Permitted Third Party of a Customer and (i) who is authorized by Customer to use the Services, (ii) for whom Customer has purchased a subscription (or in the case of any free trial, for whom the trial has been provisioned), and (iii) to whom Customer has supplied a user identification and password. An email alias or group address book may not be designated as an Authorized User.
8.3 "Company" means Clearpoint Business Group, LLC, a limited liability company organized under the laws of the Commonwealth of Pennsylvania, with its principal office at 429 Fourth Avenue, Suite 300, Pittsburgh, PA 15219. CTSO Central is a product and brand name of the Company. All contractual obligations, rights, and liabilities under this Agreement are those of Clearpoint Business Group, LLC.
8.4 "Confidential Information" has the meaning set forth in Section 7.2.
8.5 "Content" means information, data, media or other content provided by Customer or any Authorized User for use with the Services.
8.6 "CTSO Central" refers to the Company's SaaS platform and related products marketed under the CTSO Central brand. Where used in this Agreement in connection with policies, acceptable use, or the Site, "CTSO Central" refers to the platform; where used in connection with contractual rights and obligations, "CTSO Central" means the Company.
8.7 "Customer" means the individual person, company, or organization that has purchased or has registered for a trial of the Services.
8.8 "Documentation" means the then-current user documentation for the Services.
8.9 "Education Customer" means any Customer that is a school, school district, local education agency, state education agency, institution of higher education, or other educational institution or organization that uses the Services in connection with educational purposes.
8.10 "Education Records" means "education records" as defined under FERPA (20 U.S.C. § 1232g), including any personally identifiable information from such records.
8.11 "Ordering Document" means an order form for the Services executed between Customer and the Company, or an order form completed via the Company's online purchasing portal.
8.12 "Permitted Third Party" means any individual that is not an employee of Customer, such as consultants, contractors, customers and agents of Customer, which may include Company employees.
8.13 "CTSO Central Acceptable Use Policy" means the Company's then-current Hosted Services Acceptable Use Policy regarding Content currently set forth under Legal Policies at www.ctsocentral.com.
8.14 "Services" means the products and services that are ordered by Customer under an Ordering Document and made available online by the Company under the CTSO Central brand.
8.15 "Site" refers to the Company's website located at www.ctsocentral.com (and any subdomains made available to Customers).

9. General

9.1 Entire Agreement; Severability; No Waiver; Headings

This Agreement is the entire agreement between Customer and the Company with respect to the Services, including use of the Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the Company and Customer with respect to the Services, including any prior version of this Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. In addition, this Agreement shall supersede any conflicting or contradictory terms contained in any purchase order, order form, or any other document Customer submits to any of the Company's designated vendors in connection with a purchase of a subscription to the Services, and any such conflicting or contradictory terms will be of no force or effect. Failure to enforce any part of this Agreement shall not constitute a waiver of any right to later enforce that or any other part of this Agreement. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Notwithstanding the foregoing, where Customer and the Company have entered into a Custom Agreement, the Custom Agreement shall take precedence over this Agreement to the extent of any conflict or inconsistency.

9.2 Governing Law; Jurisdiction

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, United States, excluding any conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Any suit, action or proceeding arising out of or relating to this Agreement will be brought before the state or federal courts located in Centre County, Pennsylvania, and the Parties hereby expressly and irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Notwithstanding anything to the contrary in this Agreement, either Party may at any time seek injunctive or interlocutory relief in a court of competent jurisdiction in order to protect any urgent interest of such Party, including, without limitation, the confidentiality and use restrictions of this Agreement. TO THE EXTENT AVAILABLE UNDER APPLICABLE LAW, CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL REGARDING DISPUTES RELATED TO THIS AGREEMENT.

9.3 Test Services

The Company may, in its discretion, periodically provide certain Customers with an opportunity to test additional features or functionality in connection with the Services. Customers are not required to accept these opportunities when provided, and Customer may decline to participate in the testing of such additional features or functionality at any time. Customer acknowledges that such features or functionality are not considered part of the Services under this Agreement, are not supported, are provided "as is" with no warranties of any kind, and may be subject to additional terms. The Company reserves the right at any time, in its sole discretion, to discontinue provision of, or to modify, any such features or functionality provided for testing purposes.

9.4 Modification

The Company reserves the right, in its sole discretion, to modify any provision of this Agreement, or to change or update the Services (including without limitation, the availability of any feature or functionality) at any time by posting a notice on the Site or by sending notice via email. Customer's continued use of the Services following notification of any such changes constitutes acceptance of those changes. Notwithstanding the foregoing, modifications to this Agreement shall not override or supersede the terms of any Custom Agreement between Customer and the Company; in the event of any conflict between a modified provision of this Agreement and a Custom Agreement, the Custom Agreement shall control.

9.5 Third Party Materials

The Services may include certain open source or other third party software, data, or other materials (the "Third Party Materials") that are separately licensed by their respective owners. Third Party Materials are identified in the Documentation. The Company represents that if the Services are used in accordance with this Agreement, such use shall not violate any license terms for the Third Party Materials. THE COMPANY MAKES NO OTHER REPRESENTATION, WARRANTY, OR OTHER COMMITMENT REGARDING THE THIRD PARTY MATERIALS, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY RELATING TO CUSTOMER'S USE THEREOF.

9.6 Statistical Information

The Company may collect and use certain statistical and usage information relating to the Services, and may share such information with authorized third-party vendors to perform functions on the Company's behalf. This information may include, but is not limited to, size and number of applications, sharing statistics, login statistics, session information (e.g., number, duration, error messages, types/number of users, applications and/or charts used and API usage) and browser configurations. This information will not include any confidential or personally identifiable information of any Authorized User. For Education Customers, the Company shall not use statistical or usage information derived from Education Records or student data for any purpose other than operating, maintaining, and improving the Services for the benefit of the Education Customer and its Authorized Users. The collection and use of this information will be governed by the Company's Cookie & Privacy Policy.

9.7 Force Majeure

The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

9.8 Export Control

Customer agrees at all times to comply with all applicable laws and regulations in its performance of this Agreement, which may include, without limitation, U.S. and E.U. export control laws and regulations, and regulations declared by the U.S. Department of the Treasury Office of Foreign Assets Control, the Council of the E.U. and their counterparts under applicable law ("Export Control Laws"). Customer will indemnify, defend and hold harmless the Company and its respective officers, agents and employees from and against any and all losses, costs, claims, penalties, fines, suits, judgments and other liabilities (including applicable attorney's fees) arising out of, relating to or resulting from Customer's failure to comply with any Export Control Laws.

9.9 Verification and Compliance

Customer acknowledges that the Company may monitor use of the Services and the Site in order to verify that Customer has not exceeded its permitted number of Authorized Users or violated or circumvented any limitations or restrictions on allocation of users or capacity or reassignment of access to the Service. If the Company becomes aware of any excess usage or violations of allocation restrictions, then the Company may: (a) require Customer to pay for the excess usage at prevailing rates for the Services; (b) suspend or terminate Customer's access to the Services; or (c) exercise any other remedy that may be available to the Company. Upon the Company's written request, Customer shall furnish the Company with a signed certification certifying that the Services are being used pursuant to the terms of this Agreement, including any Scope Limitations and/or access and user limitations. With prior reasonable notice, the Company may audit Customer's compliance with this Agreement and/or use of the Services. If such inspections disclose that Customer has accessed or permitted access to Services in a manner that is not permitted under this Agreement, then the Company may terminate this Agreement pursuant to Section 3 and Customer shall be liable for the reasonable costs of the audit in addition to any other fees, damages and penalties the Company may be entitled to under this Agreement and applicable law.

9.10 Government End-Users

The Services are commercial computer software. If Customer or an Authorized User of the Services is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.

9.11 Assignment; Relationship between the Parties

This Agreement is not assignable, transferable or sublicensable by Customer except with the Company's prior written consent. The Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, fiduciary, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

9.12 Notices

All notices concerning a default, breach or violation of this Agreement by the Company must be in writing and delivered to: (a) by certified or registered mail; or (b) by an internationally recognized express courier, and shall be addressed to: Clearpoint Business Group, LLC, 429 Fourth Avenue, Suite 300, Pittsburgh, PA 15219, Attention: Legal Department. All other notices to the Company, including account related communications, will be electronically sent to legal@clearpointbusiness.com. Unless otherwise specified in writing by the Customer, all notices to Customer shall be sent to the address provided by Customer in the Ordering Document.

10. Education Customers

10.1 Applicability

This Section 10 applies to any Customer that qualifies as an Education Customer. In the event of a conflict between this Section 10 and any other provision of this Agreement, this Section 10 shall control with respect to Education Customers.

10.2 FERPA Compliance

Where the Company receives or has access to Education Records in connection with providing the Services to an Education Customer, the Company acknowledges that it acts as a "school official" with a "legitimate educational interest" as those terms are used in FERPA (34 CFR § 99.31(a)(1)). The Company shall: (i) use Education Records solely for the purpose of fulfilling its obligations under this Agreement and for no other purpose; (ii) not disclose Education Records to any third party except as authorized by the Education Customer or as required by law; (iii) not use Education Records for marketing, advertising, or any commercial purpose unrelated to the Services; and (iv) comply with FERPA and its implementing regulations to the extent applicable to its role as a school official.

10.3 COPPA Compliance

If the Services are used by or on behalf of students under the age of 13, the Education Customer represents and warrants that it has obtained any required parental or guardian consent under the Children's Online Privacy Protection Act (COPPA) (15 U.S.C. §§ 6501-6506) or that it is providing consent on behalf of parents or guardians consistent with COPPA, to the extent applicable. The Company shall not knowingly collect personal information directly from children under 13 except through the Education Customer's authorized use of the Services.

10.4 Student Data Restrictions

With respect to Education Customers, the Company shall not: (i) use student data or Education Records for targeted advertising directed at students or their parents or guardians; (ii) build or supplement personal profiles of students except in furtherance of the educational purposes authorized by the Education Customer; (iii) sell student data or Education Records; or (iv) use student data or Education Records for any purpose other than providing, maintaining, and improving the Services for the Education Customer.

10.5 Data Ownership and Return

All Content submitted by an Education Customer, including Education Records, remains the property of the Education Customer. Upon written request by the Education Customer at any time during the Term or within thirty (30) days following termination or expiration, the Company shall make all such Content available for export in a commercially reasonable format. Following the export period described in Section 3.3, the Company shall delete all Education Customer Content in accordance with that Section.

10.6 Security of Student Data

The Company shall maintain administrative, technical, and physical safeguards designed to protect Education Records and student data from unauthorized access, disclosure, or use, consistent with industry standards and applicable law.

10.7 Data Breach Notification

In the event the Company becomes aware of any unauthorized access to, disclosure of, or acquisition of Education Records or student data ("Security Incident"), the Company shall notify the Education Customer without unreasonable delay and in no event later than seventy-two (72) hours after becoming aware of the Security Incident. Such notice shall include, to the extent known at the time of notification: (i) a description of the nature of the Security Incident; (ii) the categories and approximate number of records affected; (iii) the measures taken or proposed to address the Security Incident; and (iv) a point of contact for further information.

10.8 State Student Data Privacy Laws

The Company acknowledges that Education Customers may be subject to state-specific student data privacy laws (including, without limitation, California's Student Online Personal Information Protection Act (SOPIPA), New York Education Law § 2-d, and similar laws in other states). The Company agrees to cooperate in good faith with Education Customers to meet the requirements of such laws, which may include execution of supplemental data privacy agreements or addenda as reasonably requested by the Education Customer.

10.9 Custom Agreements for Education

Education Customers may request a Custom Agreement or Education Data Addendum that modifies or supplements the terms of this Agreement to address institution-specific requirements, including enhanced data security obligations, specific data retention and deletion schedules, or compliance with additional regulatory frameworks. The Company will consider such requests in good faith.

SaaS Services Agreement