C3X Framework®

1. DEFINITIONS.

• "Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is controlled by, or is under common Control with such party.
• "Confidential Information" has the meaning set forth in Section 10.
• "Control" means ownership or control, directly or indirectly, of more than 50% of the voting interests of the subject entity.
• "Customer Data" means all data stored by Customer or any of its Affiliates in the Dogma Systems C3X Service.
• "Customer Equipment" means Customer's and its Affiliates' computer hardware, software and network infrastructure used to access the Dogma Systems C3X Service.
• "Extension Term" means each renewal subscription period for which the subscription term applicable to an Order Form is extended pursuant to Section 12.
• "Force Majeure Event" means a natural disaster, actions or decrees of governmental bodies or communications line failure which (i) hinders, delays or prevents a party in performing any of its obligations, and (ii) is beyond the control of, and without the fault or negligence of, such party, and (iii) by the exercise of reasonable diligence such party is unable to prevent or provide against.
• "Initial Term" means the first subscription term period for the Dogma Systems C3X Service defined on an Online Order Form, or if no such term period is defined, twelve (12) months, commencing on the date Customer executes such Online Order Form.
• "Online Order Form" means an ordering document for the Dogma Systems C3X Service agreed by Dogma Systems C3X and Customer.
• "Dogma Systems C3X Service" means the online, Web-based application and platform service provided by Dogma Systems C3X that is hosted on the infrastructure of Amazon.com ("Amazon") via http://www.Amazon.com/AppExchange, and/or other designated websites, including associated offline components.
• "Services" means the installation, implementation, training or other professional services provided hereunder by Dogma Systems C3X to Customer.
• "Subscription Fees" mean the fees paid by Customer for the right to access and use the Dogma Systems C3X Service and receive standard support during the Term.
• "Interactions" mean any data to be processed through the Dogma Systems C3X Service that will create automatic analysis on real time. They are purchased by Customer in the form of packages.
• "System Availability" means the percentage of the time that the Dogma Systems C3X Service is available to Customer as measured against the time that the Amazon Web-based application and platform service is available.
• "Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes. "Term" means the Initial Term and any Extension Term applicable to each Order Form.
• "Users" means Customer's and its Affiliates' employees, agents, contractors or consultants who are authorized by Customer to use the Dogma Systems C3X Service and who have been supplied user identifications and passwords by Customer or by Dogma Systems C3X at Customer's request.
• "Work Product" means all work developed or created by Dogma Systems C3X during the course of providing support or Services to Customer. Work Product does not include any Customer Data or Customer Confidential Information.

2. TERMS OF DOGMA SYSTEMS C3X SERVICE.

• Dogma Systems C3X shall make the Dogma Systems C3X Service available to Customer in accordance with this Agreement, and each Order Form mutually entered into and, to the extent not in conflict with this Agreement or an Order Form. As long as this Agreement is in effect the functionality of the Dogma Systems C3X Service will not be materially less than that defined in the Documentation in effect as of the Effective Date. Subject to the terms of this Agreement, Dogma Systems C3X grants Customer and its Affiliates a world-wide, fully-paid, royalty-free, limited term, non-sub licensable, non-transferable, and non¬exclusive subscription to access and use the Dogma Systems C3X Service for Customer's internal business purposes. The subscription granted hereunder is for unlimited Users and is subject to any additional terms and conditions specified on an Order Form. Any third party component embedded, included or provided by Dogma Systems C3X for use with the Dogma Systems C3X Service may only be used in conjunction with the Dogma Systems C3X Service, and such use is subject to this Agreement.

3. CUSTOMER RESPONSIBILITIES RELATING TO USE OF THE DOGMA SYSTEMS C3X SERVICE.

• 3.1 Customer is responsible for obtaining and maintaining any Customer Equipment and any ancillary services needed to connect to, access or otherwise use the Dogma Systems C3X Service.
• 3.2 Customer agrees to use the Dogma Systems C3X Service in compliance with applicable law, and not: (a) resell, sublicense, lease, time-share or otherwise make the Dogma Systems C3X Service available to any third party other than as contemplated by this Agreement; or (b) use the Dogma Systems C3X Service to send or store infringing or unlawful material or material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
• 3.3 Customer agrees to not (a) modify, copy or create derivative works based on the Dogma Systems C3X Service; (b) reverse engineer the Dogma Systems C3X Service; (c) access the Dogma Systems C3X Service for the purpose of building a competitive product or service or copying its features or user interface; (d) create Internet "links" to or from the Dogma Systems C3X Service, or "frame" or "mirror" any content forming part of the Dogma Systems C3X Service, other than on Customer's or its Affiliates' own intranets or otherwise for its or its Affiliates' own internal business purposes; (e) use the Dogma Systems C3X Service, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Dogma Systems C3X's prior written consent; or (f) provide access to the Dogma Systems C3X Service by a direct competitor of Dogma Systems C3X.
• 3.4 IF CUSTOMER FAILS TO COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS SECTION 3 DOGMA SYSTEMS C3X SHALL INFORM CUSTOMER THEREOF AND RESERVES THE RIGHT TO SUSPEND THE DOGMA SYSTEMS C3X SERVICE UNTIL SUCH FAILURE IS REMEDIED.

4. CONSULTING SERVICES.

• Consulting services will be provided on the terms set forth in a mutually executed Order Form or statement of work at the fees specified therein.

5. OWNERSHIP.

• 5.1 As between the parties, Dogma Systems C3X shall retain all ownership rights in the Dogma Systems C3X Service, the technology, software, hardware, products, processes, algorithms, user interfaces and know-how related to the Dogma Systems C3X Service and Work Product, in each to the extent not constituting Customer Information (as defined below). Customer shall retain all ownership rights in the Customer Data and all data, text, files, data, output, programs, files, information, or other information material that Customer or its Affiliates provides, develops, generates, creates, makes available or uses in conjunction with the Dogma Systems C3X Service (collectively, "Customer Information'). Customer and its Affiliates may export its Customer Data from the Dogma Systems C3X Service at any time during its subscription term. Dogma Systems C3X hereby grants Customer a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable (only to a successor in interest by way of merger, reorganization or sale of all or substantially all assets or equity), permission to use, copy, modify or distribute the Work Product solely for its internal business purposes. No license, permission, right or interest in any Dogma Systems C3X or Customer trademark, copyright, trade name or service mark is granted hereunder.
• 5.2 Dogma Systems C3X shall have a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable permission to use, copy, modify, or distribute, including by incorporating into the Dogma Systems C3X Service, any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Dogma Systems C3X Service.

6. SERVICE FEES.

• 6.1 PAYMENT FOR SUBSCRIPTION. You agree to pay the then-current fee for the subscription type (e.g., We Care, Premium Care, DVP) you have selected. If your subscription began with a free trial, the current fee for the subscription type you have selected will automatically and immediately be charged to your payment instrument or subscription on the date your free trial expires. If your subscription did not begin with a free trial, the current fee for the subscription type you have selected will automatically and immediately be charged to your payment instrument or subscription on the date you signed up and then every 30 or 365 days after (depending on the billing cycle which applies to your subscription). Fees charged for one subscription type may not be credited towards other subscription types. All currency references are in U.S. dollars.
• 6.2 FRAUD PROTECTIONS. To protect against potential fraud, Dogma Systems may take steps to verify the validity of the credit card information you provide to us. The verification process may include debiting an amount between $0.01 and $0.99 from your credit card subscription and then immediately crediting the same amount back to your credit card, as well as asking you to verify the amount debited in order to confirm that you are in possession of your credit card. Dogma Systems will only use this process to screen for fraud and will not otherwise debit your credit card subscription except as part of a transaction conducted through your subscription for the Service. By providing Dogma Systems with your credit card information, you authorize Dogma Systems to debit and credit your credit card subscription for an amount less than one dollar for such verification purposes.
• 6.3 CANCELLATION OF SUBSCRIPTION. Payment for subscriptions is non-refundable. If you cancel your reoccurring payment option, your subscription will remain active until its next renewal date. If you delete your subscription before the end of the term for which you paid, your cancellation will take effect immediately. In either case (cancellation or deletion), you will not be given any refund.
• 6.4 TERMINATION. If your payment method is invalid or rejected for any reason Dogma Systems reserves the right to cancel your subscription entirely in such case. You will have the option of deleting any User Content from your subscription prior to its termination. If your paid Dogma Systems subscription is terminated for any reason or expires, any content you entered into the Service, and any customizations made to the Service by or for you, which are associated with your paid Dogma Systems subscription will be deleted.

7. SUPPORT.

• Dogma Systems C3X shall provide standard support provided Customer is current in payment of Subscription Fees and any support fees due for premium levels of support. Support shall be provided in accordance with the terms and conditions described in Dogma Systems C3X's then current technical support policy; the current support policy is attached hereto as Exhibit A. As long as this Agreement is in effect the level of support shall not be materially less than that defined in Dogma Systems C3X's technical support policy in effect as of the Effective Date.

8. WARRANTIES.

• 8.1 Each party represents and warrants that (I) it has the legal power to enter into and perform under this Agreement; and (ii) it shall comply with all other applicable laws in its performance hereunder.
• 8.2 Dogma Systems C3X warrants it will provide the Services in a professional and workmanlike manner consistent with good industry standards and practices. As Customer's sole and exclusive remedy and Dogma Systems C3X's entire liability for any breach of the foregoing warranty, Dogma Systems C3X will re-perform the Services, or, if Dogma Systems C3X is unable to do so, return the fees paid to Dogma Systems C3X for such deficient Services.
• 8.3 Dogma Systems C3X warrants that the Dogma Systems C3X Service will perform in all material respects in accordance with this Agreement is in effect the functionality of the Dogma Systems C3X Service as described in the Documentation current as of the Effective Date will not be materially decreased. As Customer's sole and exclusive remedy and Dogma Systems C3X's entire liability for any breach of the foregoing warranty, Dogma Systems C3X will fix, provide a work around, or otherwise repair or replace the nonconforming Dogma Systems C3X Service, or, if Dogma Systems C3X is unable to do so, terminate the license for the Dogma Systems C3X Service and return the Dogma Systems C3X Service Fees paid to Dogma Systems C3X for the period beginning with Customer's notice of nonconformity through the remainder of the Initial Term or Extension Term, as applicable.
• 8.4 Dogma Systems C3X warrants at least 98% System Availability during each calendar month. Should Dogma Systems C3X fail to achieve 98% System Availability in each of two consecutive calendar months, Customer shall have the right to terminate this Agreement for cause, in which case Dogma Systems C3X will refund to Customer any prepaid fees for the remainder of its subscription term after the date of termination. Alternatively, Customer may elect to not terminate this Agreement pursuant to the foregoing sentence and instead receive Service Credits in accordance with Exhibit B attached hereto. Claims under this service level warranty must be made within 15 business days after the end of the relevant period. Customer acknowledges that the Dogma Systems C3X Service is hosted on the existing infrastructure and services provided by Amazon Web Services, Inc. Dogma Systems C3X Service (i) reliability; (ii) timeliness standards; and (iii) schedule for downtime for routine maintenance, will be the same as provided by the Amazon Web-based application and platform service.
• 8.5 The Dogma Systems C3X Service performance and System Availability warranties set forth in Sections 8.3 and 8.4 respectively, shall not apply to the extent any problem which results in the Dogma Systems C3X Service performance or System Availability to be other than as warranted is due to: (i) third party software, hardware or network infrastructure outside of Dogma Systems C3X, Dogma Systems C3X's data center and not under the direct control of Dogma Systems C3X; (ii) failure of the external internet beyond Dogma Systems C3X's network; (iii) electrical or internet access disruptions; (iv) any actions or inactions of Customer in violation of this Agreement; (v) attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties; or (vi) a Force Majeure event.
• 8.6 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ITS LICENSORS OR SUPPLIERS MAKES ANY WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DOGMA SYSTEMS C3X DOES NOT WARRANT THE OPERATION OF THE DOGMA SYSTEMS C3X SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
• 8.7 ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULT FROM THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE, REPRESENTATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DOGMA SYSTEMS, THE DOGMA SYSTEMS AFFILIATES, OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

9. Indemnities; Patent and Copyright Infringement; Other.

• 9.1 General Dogma Systems C3X Indemnities. Dogma Systems C3X shall defend, indemnify and hold harmless Customer from and against any judgments, claims, demands, liabilities, damages, losses, costs or expenses (including attorneys' fees and costs) (collectively "Losses") suffered or incurred by Customer to the extent that such Losses result from (i) any damage to real or personal property, or injury, including death, to persons caused by Dogma Systems C3X or any of its employees or agents, (ii) any actual or asserted failure of Dogma Systems C3X to comply with any law, ordinance, regulation, rule, or order of any governmental or quasi-governmental body applicable to this Agreement or provision of the Dogma Systems C3X Service, and (iii) breach of the Confidentiality provisions hereof.
• 9.2 Use Enjoined. Should the use of the Dogma Systems C3X Services by a Customer Indemnified Party be enjoined, or in the event Dogma Systems C3X wishes to minimize its potential liability hereunder, Dogma Systems C3X may, at its option and expense, either: (i) substitute a fully functionally equivalent non-infringing version of the Dogma Systems C3X Service; (ii) modify the infringing item so that it no longer infringes but remains the fully functional equivalent; (iii) obtain for the Customer Indemnified Party the right to continue use of the Dogma Systems C3X Service; or (iv) if none of the foregoing is commercially feasible, Dogma Systems C3X may terminate the subscription for the infringing Dogma Systems C3X Service Dogma Systems C3X Service and refund to Customer all prepaid fees for the remainder of its subscription term after the date of termination.
• 9.3 Customer Indemnities. Customer agrees to indemnify, hold harmless and defend Dogma Systems C3X any of its Affiliates, or any of its or their respective officers, directors, employees and representatives, from and against any and all losses, costs, claims, lawsuits, expenses, damages or liabilities, including reasonable attorneys' fees, arising out of or in connection with (I) any damage to real or personal property, or injury, including death, to persons caused by Customer or any of its employees or agents, (ii) the gross negligence or willful misconduct of Customer, its Authorized Users or its subcontractors or agents in the performance of this Agreement, (iii) any actual or asserted failure of Customer to comply with any law, ordinance, regulation, rule, or order of any governmental or quasi-governmental body, (iv) breach by Customer of the Confidentiality provisions hereof; or (v) any claim by a third party that Customer Data created and stored by Customer in the Dogma Systems C3X Service or otherwise provided to Dogma Systems C3X in connection with the Agreement infringes any patent, copyright or other intellectual property right of a third party .
• 9.4 Indemnification Procedure. An Indemnified Party hereunder shall (i) promptly notify the indemnifying party in writing no later than ninety (90) days after the Indemnified Party's receipt of notification of a potential claim and (H) reasonably cooperate, at the expense of the Indemnifying Party in the defense of the claim. The indemnifying party shall assume control of the defense of such claim and all related settlement negotiations. At its own expense, the Indemnified party may participate with counsel of its own choice, in the defense of the claim.

10. CONFIDENTIALITY.

• 10.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing or within the platform, 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, including the terms and conditions of this Agreement (including pricing, business information and any other stated), Customer Data, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.
• 10.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Dogma Systems C3X represents and warrants that it will maintain the confidentiality of Customer Data in accordance with all applicable laws and, except as required by applicable law, will not disclose Customer Data to any third party for any purpose other than to provide the Dogma Systems C3X Service or Services to Customer, provided, however, that Dogma Systems C3X may compile aggregate data related to Customer' s usage of the Dogma Systems C3X Service and may Dogma Systems C3X Service Agreement disclose such aggregate data to third parties to the extent that Customer is not identified as the source of such data. Each party represents and warrants that it will collect, maintain and handle all personal data in compliance with all applicable data privacy and protection laws. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information.
• 10.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.
• 10.4 If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
• 10.5 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request and to the extent practicable, return to the Disclosing Party or destroy (at the Disclosing Party's election) all materials containing such Confidential Information.

11. LIMITATION OF LIABILITY.

• 11.1 EXCEPT (i) FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS; (ii) EITHER PARTY'S MATERIAL BREACH OF SECTION 10 ("CONFIDENTIALITY"); OR (iii) EITHER PARTY'S GROSS NEGLIGENCE IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE TO DOGMA SYSTEMS C3X DURING TWELVE MONTHS PRIOR TO THE CLAIM.
• 11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. General

• 12.1 If Customer is a federal government entity, Dogma Systems C3X provides the Dogma Systems C3X Service, including related technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Dogma Systems C3X Service 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, DEAR 252.227-7015 (Technical Data — Commercial Items) and DEAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in this Agreement.
• 12.2 The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to this Agreement.
• 12.3 Notices shall be in writing and delivered by nationally recognized overnight delivery service or certified or registered U.S. Mail, and are effective upon receipt.
• 12.4 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by Customer and Dogma Systems C3X. To the extent of any conflict between this Agreement and any other schedule or attachment, this Agreement shall prevail unless expressly stated otherwise. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or similar ordering document (other than a statement of work or other mutually executed order document expressly incorporated herein) shall be incorporated into this Agreement, and all such terms shall be void.
• 12.5 Neither party may issue press releases relating to this Agreement without the other party's prior written consent. Either party may include the other's name or logo in customer or vendor lists in accordance with the other's standard guidelines. In addition, Dogma Systems C3X may refer to Customer's intended use of the Dogma Systems C3X Service in its marketing materials and on its websites as well as in discussions with Dogma Systems C3X customers, prospective customers, and industry and financial analysts, upon prior written approval from customer, which shall not be unreasonably withheld.
• 12.6 No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of; any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such 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 shall remain in effect.
• 12.7 Neither party shall be liable to the other for any delay or failure to perform hereunder due to a Force Majeure Event.
• 12.8 Non-Interruption of Dogma Systems C3X Service. Dogma Systems C3X acknowledges and agrees that any interruption to the Dogma Systems C3X Service may cause irreparable harm to Customer and/or its Authorized Users, in which case an adequate remedy at law may not be available. Dogma Systems C3X expressly acknowledges and agrees that, pending resolution of any dispute or controversy, and except if Dogma Systems C3X terminates this Agreement for cause pursuant to Section 12.2, and provided Customer is current in payment of all fees due hereunder, it shall continue performing the Dogma Systems C3X Service (including without limitation making the Website available) and obligations hereunder and shall not deny, withdraw, or restrict Dogma Systems C3X's provision of the Dogma Systems C3X Service under this Agreement; provided, however, that this provision shall not operate or be construed as (i) extending the term of this Agreement, (ii) a waiver or estoppel assert able against either party, or (iii) prohibiting or delaying either party's exercise of any right it may have under this Agreement.
• 12.9 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 (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms hereunder), without consent of the other party, to its successor in interest resulting from a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other party. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
• 12.10 Each party agrees to comply with all applicable regulations of the United States Department of Commerce and with the United States Export Administration Act, as amended from time to time, and with all applicable laws and regulations of other jurisdictions with respect to the provision and use of the Dogma Systems C3X Service.
• 12.11 This Agreement shall be governed exclusively by the internal laws of the state of Virginia, without regard to its conflicts of laws rules. Parties expressly waive any right to a trial by Jury. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

EXHIBIT A

Contacting Support

• 1. Customer may designate up to two primary Customer contacts. For Premier-Care Customer may also designate one alternative backup for each Primary Customer Contact. Customer shall provide Dogma Systems C3X a list of its Customer Contacts as well as updates to that list as appropriate.
• 2. Customer Contact can communicate with Dogma Systems C3X support as follows:
• • a. Customer Portal: https://www.dogmaserver.com/c3x/
  • b. E-mail Support: support@dogma.systems
• 3. Standard support is available as indicated above excluding Dogma Systems C3X Holidays.

Customer Responsibility:

• 1. Customer shall cooperate with Support Team and provide relevant information to enable Dogma Systems C3X to reproduce, troubleshoot and resolve the experience error.
• 2. Customer shall designate at least one primary IT contact and one backup IT contact for Dogma Systems C3X and Customer Users with regard to Customer IT issue across all customer sites.
• 3. Customer designated contacts must be knowledgeable on fundamentals of Dogma Systems C3X Platform.
• 4. Customer will make all necessary arrangements to address and resolve all IT issues include issues relating to Customer's hardware, software, desktop setup, network, ISP and all other technical issue (for which Customers is responsible) that may affect Customer's ability to access and us the Dogma Systems C3X Platform.
• 5. Please use discretion and judgment while classifying issues on P1, P2, and P3.

EXHIBIT B

Should Dogma Systems C3X fail to achieve 98% System Availability in any calendar month Customer shall be entitled to receive a service credit equal to the percentage of the monthly Subscription Fees paid or payable for the Hosted during that month ("Service Credit"). Any Service Credit issued hereunder will be applied to the Subscription Fees owed by Customer for the next Hosted Service subscription period. If Service Credits cannot be applied to future Subscription Fees because this Agreement has terminated, Dogma Systems C3X will promptly pay Customer the amount of the services credit, provided Customer shall not receive a refund if Dogma Systems C3X has terminated the Agreement for a material uncured breach by Customer.

Service Credits

• "Service Credit' means the percentage of the monthly Subscription Fees paid or payable for the Hosted Service product that is awarded to Customer for a validated claim related to breach of the SLA during that month.
• In any given month Customer shall in no event be entitled to receive a credit that exceeds 100% of its monthly Subscription Fee for the Hosted Service.
• Any Service Credits earned by Customer hereunder will be applied to the Subscription Fees owed by Customer for the next Hosted Service product subscription period for which the Service Credit applies. Service Credits earned by Customer hereunder will be applied against amounts due for a renewal term. If Service Credits cannot be applied to future Subscription Fees because this Agreement has terminated, Dogma Systems C3X will promptly pay Customer the amount of the Services Credit, provided Customer shall not receive a refund if Dogma Systems C3X has terminated the Agreement for a material uncured breach by Customer.

SLA Claims

• Customer shall have the remedies under the SLAs described herein commencing upon thirty (30) days after the Effective Date of the Agreement.
• Customer must notify Dogma Systems C3X Customer Support within 15 business days from date it first believes entitles it to receive a remedy under the SLA set forth below.
• For all claims subject to validation by Dogma Systems C3X, Dogma Systems C3X may request Customer to provide copies of reports or other data to validate the claim.

Exclusions

• Customer shall not have any remedies under any SLA to the extent any SLA claim is due to: (i) use of the Hosted Service product outside the scope described in the Agreement; (ii) Customer's computer hardware, software and network infrastructure used to access the Hosted Service and/or third party software, hardware or network infrastructure outside of Dogma Systems C3X's data center and not under the direct control of Dogma Systems C3X; (iii) failure of Customer to meet the configuration requirements for Customer's computer hardware, software and network infrastructure used to access the Hosted Service; or (iv) a Force Majeure Event.

Service Credits. The following credits (calculated as a percentage of the monthly Subscription Fees due hereunder) shall be issued to Customer for failure to achieve the System Availability specified above:

• In the event dogma systems c3x fails to achieve the required system availability twice in any six month period, customer may, in its sole discretion, terminate this agreement without further obligation.