SERVICES AGREEMENT

This Services Agreement is effective as of the Effective Date and is entered into by and between Sorenson Communications, LLC, a Utah limited liability company with offices at 4192 S. Riverboat Road, Salt Lake City, UT 84123 (“Sorenson”) and Customer (each herein referred to individually as a “Party” and collectively as the “Parties”).” By executing a Service Order referencing this Agreement, Customer agrees to the terms of this Agreement.

1. Definitions.

a. “Agreement” means this Service Agreement, together with all attachments and exhibits, and includes the Data Processing Addendum (“DPA”), the terms of which are hereby incorporated herein by reference and subject to change from time to time.

b. “Application” has the meaning set forth in Section 7.

c. “Customer” means the entity listed in the Service Order.

d. “Effective Date” means the effective date set forth in the Service Order.

e. “Fees” has the meaning set forth in Section 4.

f. “Services” has the meaning set forth in Section 2.

g. “Service Order” means the Sorenson generated service order form, duly executed by the Parties, which describes, among other things, the Services, the number of hours ordered, the number of users authorized to use the Services (if applicable), the term of the Service Order and the Fees to be paid by Customer.

2. Sorenson’s Services.

Sorenson offers a variety of communication-enabling services as described in one or more Service Descriptions, which include the Documentation, support, features and functionality provided through Sorenson’s software and applications (including, without limitation, the Application) (collectively, the “Services”). Subject to the terms of this Agreement, during the term specified in the Service Order, Sorenson will provide Customer the Services set forth in the Service Order.

3. Customer Access.

Each Service Description describes how Customer can access the Services, which may include Customer setting up one or more dedicated accounts (“Customer Accounts”) , which may require the creation of a username and password by Customer (the “Credentials”). Customer will provide accurate and complete information creating the Customer Account and Credentials. Sorenson will not be liable for losses caused by any unauthorized use of the Customer Account or Credentials. Customer is solely responsible (i) for any transactions or uses undertaken by means of such Customer Account or Credential and (ii) to keep such Credentials protected and confidential.  Customer must notify Sorenson promptly of any breach of security or any known unauthorized use of the Customer Account or Credentials. In such a case, Customer agrees that Sorenson may terminate or suspend the Customer Account and/or transaction undertaken through such Customer Account. Upon termination of this Agreement, Customer may delete its Customer Account by emailing its Sorenson account manager. Notwithstanding deletion of the Customer Account, Sorenson may retain Customer Content (as defined below) as reasonably necessary for compliance with applicable law.

4. Fees and Payment.

Customer will pay the fees set forth in the applicable Service Order (the “Fees”). Fees for Services are payable by credit card or other payment method permitted by Sorenson from time to time, in U.S. dollars (unless another currency is specified in the Service Order), and Customer authorizes Sorenson to charge Customer’s credit card or bank account for all Fees and Taxes payable during the Term.  Customer represents and warrants to Sorenson that all payment information Customer provides is accurate and that Customer is authorized to use the applicable payment instrument. Customer further authorizes Sorenson to use a third party to process payments, and consents to the disclosure of Customer’s payment information to such third party in order to enable payment processing.  Customer’s obligation to pay the Fees is without the right of set-off, deductions, or counterclaim. Customer agrees that Sorenson may charge Customer, and Customer will pay to Sorenson, any fee or penalty that is assessed or charged to Sorenson for a “Chargeback” resulting from a failure or refusal of Customer’s selected method of payment to make a required payment. This payment shall be refunded to Customer in the event that Customer’s selected method of payment resolves this dispute in Customer’s favor.  Some Services accept recurring period charges. By choosing Services with a recurring payment feature, Customer accepts responsibility for all recurring charges owed for the Services. Sorenson may choose to bill Customer through an invoice, in which case Sorenson will invoice Customer for the Services monthly (or such other period as specified in the Service Order) as further set forth in the Service Description, and payment will be due thirty (30) days following the date of invoice, without deduction. Invoices will be sent to the e-mail address specified in the Service Order and will be deemed received on the date sent. Customer will pay interest on past due amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less, and will be responsible for all costs of collection, including reasonable attorney’s fees.

All Fees are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings (“Taxes”). Customer will be solely liable for and will pay upon demand all Taxes associated with Customer’s access to and use of the Services and will not deduct any Taxes or any other withholdings from the Fees, but will not be responsible for taxes based on Sorenson’s net income.

5. Rights to Use Services.

Subject to Customer’s compliance with this Agreement, Sorenson hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable limited right until this Agreement or the Services are terminated as expressly permitted herein to (i) access and use the Services and any user manuals, handbooks, and guides relating to the Services provided by Sorenson (“Documentation”), and/or (ii) make the Services available to Customer’s employees, customers, students, or other Customer-authorized parties, as applicable (“End Users”). This right extends to Customer’s Affiliates (defined below), provided that they access Services via a Customer Account and provided further that Customer remains fully liable for all acts and omissions of its Affiliates. Any access to Services by any Customer Affiliate will be deemed access by Customer for the purposes of its obligations under this Agreement. An “Affiliate,” with respect to a Party, means any entity that controls, is controlled by, or is under common control with that Party.

6. Restrictions.

Customer will not use the Services for any purposes beyond the scope of the access granted in this Agreement. In addition to complying with the terms of the Agreement and the applicable Service Order, Customer will not, and will not permit any anyone, including End Users, to: (i) engage or participate in communications or conduct of an abusive, pornographic, lewd, obscene, harassing, fraudulent, or unlawful nature while using the Services; (ii) post on the Internet, or transmit the voice, image, and/or likeness of any Sorenson employee or contractors in any way for any purpose, or to store, retrieve, use, or facilitate the use of, the voice, image, and/or likeness of the Sorenson employee or contractor in any way other than as necessary to permit the provision of Services; (iii) alter, copy, republish, modify, adapt, translate or create derivative works of the Services or Documentation, in whole or in part, or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise commercially exploit or make available the Services or Documentation to third parties unless expressly permitted herein; (v) remove any proprietary notices from the Services or Documentation; (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or third party, or in any unlawful or injurious manner; (vii) make the Services available to any person other than End Users; (viii) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (ix) attempt to decipher, decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of the Services; (x) use the Services to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs or other harmful code; (x) bypass or breach any security device or protection used by the Services.  In addition, in the event the Service Order limits the usage to a certain number of users, Customer will ensure that the quantity of users will not exceed the quantities set forth in the Service Order.

7. Third-Party App Store Terms.

The following applies to any Services accessed through a Sorenson application that is downloaded from the Apple App Store (the “Third Party App Store” and the Sorenson application, the “Application”):

a. Customer acknowledges and agrees that (i) this Agreement is concluded between Customer and Sorenson only, and not the Third Party App Store, and (ii) Sorenson, not the Third Party App Store, is solely responsible for the Application and content thereof. Customer’s use of the Services must comply with the Third Party App Store Terms of Service.  Any questions, complaints or claims with respect to the Application should be directed to Sorenson’s customer support team at [email protected].

b. Customer acknowledges that the Third Party App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

c. In the event of any failure of the Application to conform to any applicable warranties set forth herein, Customer may notify the Third Party App Store, and the Third Party App Store will refund the purchase price paid to the Third Party App Store by Customer for the Application (if any), and to the maximum extent permitted by applicable law, the Third Party App Store will have no other warranty obligation whatsoever with respect to the Application. As between Sorenson and the Third Party App Store, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to the warranty in 11.b below will be the sole responsibility of Sorenson.

d. The Parties both acknowledge that, as between Sorenson and the Third Party App Store, the Third Party App Store is not responsible for addressing any Customer claims or any claims of any third party relating to the Application or Customer’s possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

e. The Parties acknowledge that, in the event of any third-party claim that the Application or Customer’s possession and use of the Application infringes that third party’s intellectual property rights, as between Sorenson and the Third Party App Store, Sorenson, not the Third Party App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

f. The Parties acknowledge and agree that the Third Party App Store, and their subsidiaries, are third-party beneficiaries of this Agreement as related to Customer’s use of the Services, and that, upon Customer’s acceptance of the terms and conditions of this Agreement, the Third Party App Store will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to Customer’s use of the Services against Customer as a third-party beneficiary thereof.

g.Without limiting any other terms of this Agreement, Customer must comply with all applicable third-party terms of agreement when using the Application.  

8. Intellectual Property.

a. Sorenson Content. Sorenson owns and reserves all right, title and interest in and to the Services, Application and Documentation and all improvements, modifications and derivative works thereof. Other than the Customer Content (as defined below), all content made available through the Services or Documentation (collectively, “Sorenson Content”) is, as between Customer and Sorenson, owned by Sorenson. Customer will abide by and maintain all copyright notices, information, and restrictions contained in any Sorenson Content accessed through the Services.

b. Customer Content. As between Customer and Sorenson, Customer owns and reserves all right, title and interest in any content originally transmitted by Customer or its End Users while using the Services (collectively, “Customer Content”). Customer authorizes Sorenson and its Affiliates to access and use the Customer Content to provide the Services.

c. Suggestions and Feedback. Customer’s suggested improvements to and feedback regarding the Services are not Confidential Information (as defined below), and Customer grants to Sorenson an unrestricted, irrevocable, fully paid-up, and non-exclusive right to use such suggestions and feedback for any purpose.

d. Publicity. Except as explicitly granted herein, neither Party is granted a license or other right to use any trademarks, copyrights, service marks, logos or trade names, of the other Party without the  prior written consent  of the other Party; provided that Sorenson may identify Customer using its name, trademarks and/or logos in its marketing collateral, presentations and websites.

9. Confidentiality.

a. Confidential Information. “Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of the receiving Party, (ii) was properly known to the receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to the receiving Party, without restriction, by another person without violation of the disclosing Party’s rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement (and for Sorenson to provide the Services) and it will not disclose such information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder. Each Party agrees to exercise due care in protecting the other Party’s Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this Section 9. In addition, Sorenson may disclose this Agreement under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing or non-ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy.

b. Data Security. The receiving Party will use the Confidential Information of the disclosing Party solely in connection with the performance of this Agreement and provision of Services, and for no other reason. Each Party agrees to take the necessary precautions to protect Confidential Information by using at least commercially reasonable standards of care. During the Term of this Agreement and  applicable Service Order, Sorenson will employ and maintain reasonable and appropriate safeguards designed to: (a) reasonably protect all Customer Content in Sorenson’s possession from unauthorized use, alteration, access, or disclosure; (b) detect and prevent against a material security breach; and (c) ensure Sorenson meets and is compliant with applicable privacy laws governing personal data. Sorenson and Customer mutually acknowledge that during the Term of this Agreement, neither Party will have access to the other Party’s information technology (IT) systems through access or system integration.

10. Indemnification.

a. Customer Indemnification. Customer agrees to defend, indemnify and hold harmless Sorenson, its Affiliates, and partners, and each of their respective employees, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) incurred in connection with claims made or brought by a third party arising from or relating to: (i) unauthorized or prohibited use of the Services, including violations of Section 6 or applicable law, by Customer, its Affiliates or its or their End Users, employees, agents or subcontractors, (ii) Customer Content, (iii) claims by End Users to the extent they purport to extend Sorenson’s liability or obligations beyond the limitations and disclaimers set forth in this Agreement, or (iv) gross negligence or willful misconduct of Customer, its Affiliates or its or their employees, agents or subcontractors.

b.  Procedure. Sorenson will notify Customer promptly after Sorenson learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice will only affect the rights of Sorenson to the extent that Customer is prejudiced. Customer will be entitled to take sole control of the defense and investigation of the indemnifiable claim at its own expense, by providing prompt written notice to Sorenson, subject to Sorenson’s approval of Customer’s counsel, such approval not to be unreasonably withheld or delayed. Sorenson will cooperate in all reasonable respects with Customer and its attorneys in the defense of the claim (including by making available books, records, and personnel), and may reasonably participate at its own expense, through its attorneys or otherwise, provided that such participation does not interfere with Customer’s defense. All settlements of indemnifiable claims under this Section will: (i) be entered into only with Sorenson’s consent if such settlement requires any admission of guilt or imposes any restriction on Sorenson; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement.

11. Representations and Warranties.

a.  Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; and (ii) when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

b. Sorenson Representations. Sorenson represents and warrants to Customer that it will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.  In the event of a breach of the warranty set forth in this subsection 11(b), Sorenson shall correct or re-perform the non-conforming Service at no additional charge to Customer. Customer shall notify Sorenson in writing within thirty (30) days of identifying a warranty deficiency. The remedies set forth in this subsection shall be Customer’s sole remedy and Sorenson’s sole liability for breach of these warranties.

c. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND SORENSON HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SORENSON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SORENSON MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET CUSTOMER’S, END USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

12. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SORENSON OR ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); OR (II) ANY LIABILITY THAT EXCEEDS THE AMOUNT OF FEES PAID TO SORENSON IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Beta Services.

Certain Services may be offered as a beta version (“Beta Version”) of a Service. The fact and existence of any Beta Version will be deemed to be Sorenson Confidential Information under this Agreement. Customer is not required to use any Beta Version and does so at its sole risk.  Sorenson may not charge for the Beta Version but reserves the right to charge for subsequent versions, including any potential commercial releases. Customer acknowledges and agrees that the Beta Version may contain, in Sorenson’s sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Beta Version. Sorenson reserves the right not to release commercial release versions of the Beta Version. Without limiting any disclaimer of warranty or other limitation stated in this Agreement (or any separate terms and conditions that would otherwise be applicable to such Beta Versions), Customer agrees that Beta Versions are not considered by Sorenson to be suitable for commercial use, and that may contain errors affecting their proper operation. CUSTOMER ACKNOWLEDGES AND AGREES THAT USE OF ANY BETA VERSION MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT CUSTOMER’S USE OF ANY SERVICES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SORENSON SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM CUSTOMER’S USE OF ANY BETA VERSION.

14. Term, Suspensions and Termination.

a. Term.  The term of this Agreement will begin on the Effective Date and will continue until the term in all Service Orders have expired or have otherwise been terminated (the “Term”).

b. Suspension of Services; Termination for Cause. Sorenson may suspend Customer’s right to use any Services or terminate this Agreement in its entirety, for cause: (A) if Customer is in breach of its payment obligations or any other provision (excluding Section 6) of this Agreement and has failed to cure such breach within thirty (30) days after written notice thereof, or (B) immediately (i) if Customer has violated or Sorenson has reason to believe Customer has violated or has encouraged others to violate any provision of Section 6, or (ii) upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer’s assets, failure to continue Customer’s business in the ordinary course, assignment for the benefit of creditors, or if Customer becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding.

c. Effect of Suspension. Upon Sorenson’s suspension of Customer’s use of or access to any Services: (i) Fees will continue to accrue for any Services that are still in use by Customer, notwithstanding the suspension, (ii) Customer remains liable for all Fees incurred through the date of suspension with respect to the Services, and (iii) all of Customer’s rights with respect to the Services will be terminated during the period of the suspension.

d. Effect of Termination and Survival. Upon termination of this Agreement, for any reason: (i) Customer remains liable for all Fees accrued and owed by Customer through the effective date of such termination, and (ii) except as expressly set forth herein, all of Customer’s rights and licenses under this Agreement will immediately terminate and Customer will cease using the Services. All amounts accrued or owed to Sorenson in connection with this Agreement and Sections 1, 4,  6, 7, 8, 9, 10, 11(c), 12, 14(c), 14(d), 15 and 16 will survive any termination of this Agreement.

15. Governing Law and Venue.

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction of the contracting entity identified below, without reference to its principles of conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not be applicable hereto.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES DISCLAIM AND NONE OF THIS AGREEMENT SHALL BE SUBJECT TO THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) (PREPARED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS) AS CURRENTLY ENACTED OR AS MAY BE ENACTED, CODIFIED OR AMENDED FROM TIME TO TIME BY ANY JURISDICTION. Without limiting the preceding language, Customer agrees to submit, for purposes of this Agreement, to the jurisdiction and venue of the of the contracting entity identified below:

16.  Miscellaneous.

a. Entire Agreement; Headings. This Agreement together with DPA, Service Order, Service Descriptions and Additional Service Terms (as applicable) constitutes the entire agreement between Customer and Sorenson with respect to the Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Sorenson with respect thereto. The section and paragraph headings in this Agreement are for convenience of reference only and will not affect their interpretation. No oral or written information or advice given by Sorenson or its employees and other representatives will create any obligations or warranty on behalf of Sorenson unless otherwise agreed in a writing signed by an authorized Sorenson representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even after the date hereof, will have no force or effect. In the event that the Parties have executed versions of this Agreement drafted in more than one language, the English language version will govern and prevail.

b. Modifications/Waivers. Except as expressly provided elsewhere in this Agreement, this Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent or confirmation on Sorenson’s behalf may only be given by an authorized signatory of Sorenson. The failure of either Party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

c. Severability. If any provision of this Agreement, or any part of such provision, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) replaced by a valid and enforceable provision, the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that this Agreement will otherwise remain in full force and effect and enforceable.

d. Compliance with Laws. Each Party will, at its own expense, comply with all applicable laws, rules and regulations applicable to it in connection with its performance or use of the Services, respectively.

e. Force Majeure. Neither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, outages of third party connections, utilities, or telecommunications networks, including, without limitation, carrier-related problems or issues, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic or communications failures or degradation. Either Party’s invocation of this clause will not relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate any Services except as expressly provided herein.

f. Notices. Customer hereby authorizes Sorenson to send notices to Customer relating to this Agreement via email to the email address Customer provides to Sorenson in the Service Order, in addition to the other means and methods set forth in this Agreement. It is Customer’s responsibility to keep Customer’s email address current, and Customer will be deemed to have received any email sent to the last known email address Sorenson has on record for Customer. Notices that Sorenson sends to Customer via email will be deemed effective upon Sorenson’s sending of the email. Notices provided to Sorenson under this Agreement will be sent to the attention of Customer’s account manager, with a copy sent to the following address with respect to any legal matters, at:

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent via next day delivery by recognized overnight delivery service.

g. Relationship of the Parties. The relationship of the Parties will not be that of partners, agents or joint venturers for one another, and nothing contained in the Agreement will be deemed to constitute a partnership or agency agreement between the Parties for any purpose. Sorenson and Customer are independent Parties and will discharge their contractual obligations at their own risk subject to the terms of this Agreement.

h. Assignment. This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Customer will not assign this Agreement without Sorenson’s prior written consent.

i. Export Controls. By using the Services, Customer represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) its use of the Services will not violate any embargoes, sanctions, trade restrictions or similar restrictions issued by any applicable governmental entity, and (iii) Customer, its Affiliates, and its End Users have not been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws or the like. Customer may not use, export, re-export, import, or transfer any technology or data related to the Services except as authorized by both this Agreement and all applicable laws, rules and regulations.

June 2024