This Master Services Agreement (“Agreement”) is entered into by and between Handraise, Inc., a Delaware corporation (“Handraise”), and the customer identified in an applicable order form referencing this Agreement (“Customer”), and is effective as of the effective date set forth in such order form (the “Effective Date”). This Agreement governs Customer’s access to and use of Handraise’s proprietary reputation management platform and related services (collectively, the “Service”) as described in the applicable order form.

1. Background.  Handraise offers a proprietary reputation management service (as it may be updated from time to time, the “Service”) that is designed to monitor, measure, and analyze brand reputation in the news. Services may include any enhancements, updates, upgrades, derivatives or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, and sample data sets as provided by Handraise.

2. Provision of Service and Cooperation.  Subject to the terms and conditions of this Agreement, including without limitation Customer’s payment of all of the fees due hereunder, Handraise will during the Term provide Customer with access to the Service consistent with the parameters set forth above. Customer agrees to cooperate with Handraise as may be reasonably required to enable the provision of the Service hereunder. In addition, Customer agrees to grant and does hereby grant Handraise a non-exclusive license to use Customer’s trademarks and other applicable proprietary rights as may be reasonably necessary or helpful in connection with the provision of the Service hereunder.

3.  Representations about Customer. Customer represents and warrants to us that it has the power and authority to enter into this Agreement, and that the information that it provides to us about Customer or its account in connection with the Service will be current, true, accurate, supportable and complete.   

4.  Authorized Users.  Customer may allow Customer’s employees or independent contractors to use the Service on behalf of Customer (“Authorized Users”).  As a condition to such use, Authorized Users shall abide by the terms set forth herein.  Customer and Authorized Users shall immediately notify us in the event that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement.  Customer shall be liable for any breach of the Agreement and any and all acts or omissions by any Authorized User.

5.  Reservation of Rights With Respect to the Service. The Services are licensed, not sold, and we retain and reserve all rights in and to the Service and all related intellectual property not expressly granted under this Agreement.  If Customer or any of its Authorized Users submit comments, suggestions, or other feedback regarding the Service (“Feedback”), Customer grants to Handraise a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any Feedback and agrees that we will be free to use such Feedback for any purpose, without credit or compensation to Customer. 

6.  Restrictions on Use of the Service. Customer may internally use the Service and the data generated thereby solely for its intended purpose in accordance with this Agreement.  Customer may not rent, lease, lend, sell, redistribute, reproduce or sublicense the Service. Customer may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof.  If for some reason these restrictions are prohibited by applicable law or by an agreement we have with one of our licensors, then the activities are permitted only to the extent necessary to comply with such law or license(s). Customer shall not exploit the Service in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. 

7.  Limitations on Availability.  The Service or some aspects thereof may not be available in all languages or in all countries. We make no representation that the Service is available or permitted in any particular location. Use of the Service is void where prohibited. Customer uses the Service at its own initiative and risk and is responsible for compliance with any applicable laws.  We may also impose limits on the use or access to the Service as required by law.

8.  Fees and Payment Terms.  Applicable fees and pricing for the Service (“Subscription Fees”) and set-up (“Set-up Fees” and together with Subscription Fees, “Fees”) are set forth above, and Customer hereby agrees to pay Handraise such Fees net thirty (30) days following receipt of invoice therefor.  All Fees are due and payable in U.S. dollars, non-refundable (except to the extent set forth herein) and are exclusive of applicable sales, excise, use or similar taxes.  Customer shall pay all such taxes directly or to us, as required by applicable law. If applicable, Customer (a) shall provide use with valid and updated credit card information and (b) authorizes Handraise to charge such credit card (or other electronic payment method) on file with Customer’s account for all Fees. If payment is not made on the respective due date, Handraise may charge Customer a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, and compounded monthly.  Should Customer not pay any amount when due, Handraise may (at its discretion and in addition to other remedies it may have) suspend Customer’s and Authorized Users’ access to the Service.

9. Support and Maintenance. During the Term of this Agreement, Handraise will provide Customer with a reasonable amount of telephone and email support regarding use of the Service. Scheduled system maintenance shall take place from time to time, and during such time, the Service may be unavailable.  Emergency maintenance may be required at other times in the event of system failure or to protect the integrity, availability, or security of any online systems and/or the Service. We make no guarantees about Service uptime.

10. Termination. In the event that either party is in material breach of this Agreement, and the breaching party does not cure such breach within thirty (30) days following receipt of notice of such breach, the non-breaching party may immediately terminate this Agreement by sending written notice to the breaching party. In addition, a party may terminate this Agreement immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 

11. Effect of Termination. Upon termination of the Agreement, Customer shall immediately cease all use of and all access to the Service. Sections 5, 6, 8 (as to amounts due as of termination), and 11-19 shall survive any termination or expiration. All other rights and obligations shall be of no further force or effect. 

12. Data Ownership and License.  Customer shall own all right, title, and interest in and to any data that is collected by Handraise from Customer or Authorized Users in connection with their use of the Service (“Data”).  Customer grants and agrees to grant to Handraise a perpetual, non-exclusive, transferable, sublicensable, royalty free license to use such Data in order to provide the Service to Customer and the Authorized Users and as necessary to monitor and improve the Service.  Additionally, Customer agrees that Handraise may use the Data to collect, develop, create, extract or otherwise generate statistics and other information and to otherwise compile, synthesize and analyze such Data on an aggregated and anonymized basis (“Blind Data”). Notwithstanding anything in this Agreement to the contrary, to the extent that Handraise collects or generates Blind Data, such Blind Data will be owned solely by Handraise and may be used for any lawful business purpose without a duty of accounting to Customer, provided that such data is not personally identifiable and does not identify Customer or any Authorized User as the source of such data.  It is Customer’s sole responsibility to back-up its Data during the Term and Customer agrees and acknowledges that post termination or expiration in may not have access to the Data via the Service.

13. Confidentiality.  Customer acknowledges that the Service, the terms of this Agreement, and any other proprietary or confidential information provided to Customer by Handraise (“Handraise Confidential Information”) constitutes valuable proprietary information and trade secrets of Handraise. Handraise acknowledges that the Data provided to Handraise by Customer (“Customer Confidential Information”) constitutes valuable proprietary information and trade secrets of Customer.  Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its internal use except as provided herein, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care.  This Agreement imposes no obligations with respect to information which: (a) was in the receiving party’s possession before receipt from the disclosing party; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) was rightfully disclosed to the receiving party by a third party, who has no restriction on disclosure; or (d) is developed by the receiving party without use of the disclosing party’s confidential Information as can be shown by documentary evidence. The receiving party may make disclosures to the extent required by law or court order, provided the receiving party makes reasonable efforts to provide the disclosing party with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order, and has allowed the disclosing party to participate in the proceeding.  Each party shall have the right to obtain an injunction (without having to post a bond) to prevent any breach or threatened breach of this section.  

14. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. 

15. Limitation of Liability. IN NO EVENT SHALL HANDRAISE OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF, ACCESS TO OR INABILITY TO USE OR ACCESS THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE OR OUR AFFILIATES HAVE LIABILITY TO CUSTOMER FOR DAMAGES IN EXCESS OF THE AMOUNT CUSTOMER PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO CUSTOMERS.

16. Export and Other Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Customer may not use or otherwise export or re-export the Service or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Service was used, accessed or obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, Customer represents and warrants that it is not located in any such country or on any such list. Customer also agrees that it will not use the Service for any purposes prohibited by applicable law. The Service and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. 

17. Amendments. Any amendments to this Agreement shall only be valid if in writing and signed by an executive of both parties.

18. Reference. During the term, Handraise may include the name, logo of and success stories about Customer in Handraise’s website, press releases, promotional and sales literature, and lists of customers, in each case in accordance with Customer’s standard trademark usage guidelines provided to us. Furthermore, Customer shall use commercially reasonable efforts to cooperate with Handraise with regard to the publication of at least (1) press release regarding Customer’s use of the Service and at least (1) case study discussing the benefits of the Service. 

19. Miscellaneous. Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the respective party’s  reasonable control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, illegal acts of third parties, failure of the public Internet or changes in the accessibility of third party websites, power outages, labor disputes or governmental demands or restrictions (“Force Majeure Event”). The laws of the State of Texas, excluding its conflicts of law rules, govern this Agreement and Customer’s use of the Service. Use of the Service may also be subject to other local, state, national, or international laws.  This Agreement constitutes the entire agreement between the parties regarding use of or access to the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. “Handraise,” and all associated logos displayed within the Service are our trademarks (unless otherwise noted). This Agreement operates to the fullest extent permissible by law. We may freely transfer or assign this Agreement and any of our rights or obligations hereunder. Customer may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. This Agreement may be executed in two counterparts and facsimile signatures shall be binding.