5. Password and Account Information.

As a user of the Service, you will be provided with a password and account number authorizing you to use the Service. You are responsible for maintaining the confidentiality of your password and account, and are responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify Mitratech and the Mitratech SMS Customer of any unauthorized use of your password or account or any other breach of security. Mitratech will not be liable for any loss or damage arising from your failure to comply with this section. You are responsible for disabling user accounts of terminated employees.

6. Proprietary Rights.

Except for the limited license granted to you, Mitratech and its suppliers, as applicable, reserve all right, title and interest in and to the Service, SMS and the online documentation. You shall not take any action to jeopardize, limit, or interfere with the ownership by Mitratech, or its suppliers, as applicable, of, and rights with respect to, the Service, SMS and the online documentation. You acknowledge that any unauthorized copying or unauthorized use of the Service, SMS or the online documentation, is a violation of this Agreement and copyright laws and is strictly prohibited.

7. Reservation of Rights.

All rights not expressly granted herein are reserved to Mitratech, and no other licenses are granted herein by implication, estoppel or otherwise. Mitratech does not grant any licenses or other rights to any of its intellectual property other than the rights to use the Service and online documentation, specifically granted in this Agreement, and all other rights are reserved by Mitratech.

8. Security.

You understand that the Service provided by Mitratech requires use of the Internet and any information transmitted over the Internet potentially can be intercepted by third parties. To mitigate risk, Mitratech agrees to maintain appropriate, commercially-reasonable security measures designed to ensure the security of data you enter into the Service and to protect against unauthorized access to the data you enter into the Service. However, you agree that it is your responsibility to use secure Internet connections and install anti-virus software, firewalls, and related security protections against any viruses, or other software or techniques that may have the effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or operation.

9. Upgrades and Updates.

Mitratech in its sole discretion reserves the right at any time to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Service. You acknowledge and agree that Mitratech has no obligation to make available to you any subsequent versions of the Service. Furthermore, you acknowledge and agree that Mitratech, in its sole discretion, may modify, discontinue, or suspend your ability to use the Service, or disable any Service you may already have accessed without any notice to you, for the repair, improvement, or upgrade of the underlying technology, or to maintain proper operation or security of SMS.

10. Term; Termination.

(a) This Agreement is effective when you accept this Agreement or use the Service, and will remain effective until terminated by either party as set forth below.

(b) Mitratech may terminate this Agreement at any time, with or without cause, by providing notice to you and/or preventing your access to the Service. For the sake of clarity, Mitratech has the right to revoke your access to the Service and terminate this Agreement for cause due to your non-payment of the subscription fees set forth in periodic invoices. If Mitratech terminates this Agreement without cause in the midst of a subscription period for which you have paid fees in advance, Mitratech will refund unused, prepaid fees covering the remainder of the subscription period.

(c) Upon termination of this Agreement for any reason (i) all licenses and rights to use the Service shall terminate and you must cease using the Service, and (ii) Sections 2, 6, 8, 11, 12, 13, 14, and 15 and rights and obligations of confidentiality shall survive such termination.

11. Indemnity.

You agree to defend, indemnify, hold harmless Mitratech and its affiliates, parent companies, subsidiaries, officers and directors, at your expense, against any and all third party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by Mitratech arising out of or relating to your (a) violation or breach of any term of this Agreement or the Privacy Policy referenced herein or (b) violation of applicable law.

12. Disclaimer of Warranties.

(a) THE SERVICE IS PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY MITRATECH, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE PROVIDED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY CONDUCT, OR TRADE CUSTOM. MITRATECH MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE.

(b) YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE AND SMS REMAINS WITH YOU.

13. Limitation of Liability.

1. EXCEPT IN INSTANCES OF MITRAECH’S INTENTIONAL MISCONDUCT OR FRAUD, IN NO EVENT SHALL MITRATECH BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY FAILURE TO PROCESS ANY INVOICE OR OTHER FORM OF BILLING STATEMENT, ANY LOSS OF DATA, SERVICE INTERRUPTION, INTERNET FAILURE, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICE, OR MITRATECH’S BREACH OF THIS AGREEMENT, IN EXCESS OF AN AGGREGATE OF THE GREATER OF (i) $100 AND (ii) 12-MONTHS’ FEES PAID BY YOU TO MITRATECH FOR THE CORRIDOR SERVICE. THE AFOREMENTIONED CAP APPLIES FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT, EVEN IF MITRATECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

2. In the event of your non-payment of the applicable subscription fees for the Service, Mitratech’s sole and exclusive remedy for that non-payment will be to terminate your access to the Service. However, the foregoing limitation does not apply to non-payment of any overages fees that may be assessed in accordance with the payment structure then in effect.

14. Confidentiality.

You shall keep confidential the fees, pricing terms, pricing lists, pricing structure, and other payment or fee information contained in Mitratech’s periodic invoices to you, using the same degree of care you use to protect your own confidential information, but in no event less than a reasonable degree of care. You may not disclose such confidential information without consent unless to your financial advisors, accountants, legal counsel, employees or consultants, all of whom must be obligated to maintain the confidentiality of such information and all of whom must have a need to access the confidential information for purposes consistent with this Agreement. You may disclose the confidential terms of Mitratech’s invoice to the extent you are compelled to do so by law. You agree your breach or threatened breach of your obligations under this section 14 could cause Mitratech irreparable harm and upon such breach or threatened breach Mitratech will be entitled to seek equitable relief (including injunctive relief) in addition to legal remedies. Information is not considered confidential to the extent, but only to the extent, that such information (i) is or becomes generally known or available to the public through no fault of your own; (ii) was in the your possession before receipt from Mitratech, as established by documentary evidence; (iii) is lawfully obtained from a third party who has the express right to make such disclosure; or (iv) has been independently developed by you without reference to or use of Mitratech’s confidential information.

15. General Provisions.

Mitratech reserves all rights not expressly granted herein. Mitratech may modify this Agreement at any time upon ten (10) days’ notice by providing such revised Agreement to you. Your continued use of the Service constitutes your acceptance of such revised Agreement. No modification of the Agreement, however, shall affect either party’s rights or duties existing prior to the modification. Mitratech may assign this Agreement or delegate any of its duties under this Agreement. You may not assign this Agreement or any rights hereunder. Nothing in this Agreement shall constitute a partnership or joint venture between you and Mitratech. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. The failure of Mitratech at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law rules. The American Law Institute Principles of the Law of Software Contracting shall not be used to interpret any of the parties’ rights or obligation under this Agreement. Any legal proceeding arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of any state or federal court sitting in Travis County, Texas and you irrevocably consent to the exclusive jurisdiction of such courts. The terms set forth in this Agreement and any related service agreements constitute the final, complete and exclusive agreement with respect to the Service and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY USING THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

THE PERSON CONSENTING TO THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE POWER TO BIND THE ENTITY ON WHOSE BEHALF CONSENT IS GRANTED TO THIS AGREEMENT.

CORRIDOR PRICING: 2021 STANDARD FEE STRUCTURE

• A “client connection” means the use of Corridor services to invoice a particular Mitratech SMS Customer.

• If the volume of invoicing for a client connection for the year is less than US$50,000, no fee will be charged under the 2021 Corridor Standard Fee Structure.

• The fee is charged in advance for existing client connections and is based on historical annual volume. New vendors with no historical spend will be charged a fee throughout the year as thresholds in the table below are reached.

• The fee that is charged in advance will be reviewed at the end of the subscription period for any differences between that advance fee and the actual invoicing value. An additional fee will be charged or a refund issued, as appropriate, in order to align the Corridor charges to your organization’s actual invoicing levels.

• The 2021 Corridor Standard Fee Structure is set forth in tabular form, below:

Example illustrating the application of the Standard Fee Structure in the table above:

In a given year law firm exhibits the following invoice activity:

• Invoices US$145,000 annually to Client A

• - Invoices US$15,000 to Client B

• Invoices US$3,000,000 annually to Client C

The law firm in this example has 3 client connections and would see a total Corridor charge of US$14,750 for the year, reflecting US$1,750 for Client A invoicing levels, US$0 for Client B invoicing levels, and US$13,000 for Client C invoicing levels.

THE ABOVE SCENARIO IS AN ILLUSTRATIVE EXAMPLE OF THE STANDARD FEE STRUCTURE THAT APPLIES TO MOST CLIENT CONNECTIONS.

Please contact ebilling@mitratech.com with any questions you might have regarding fees.