Incident IQ Cloud Services MSA

                 INCIDENT IQ (iiQ) CLOUD SERVICES
              MASTER SUBSCRIPTION AGREEMENT (MSA)

THIS DOCUMENT GOVERNS YOUR ACQUISITION AND USE OF iiQ’s
CLOUD SERVICES.

THIS DOCUMENT APPLIES TO ALL AGREEMENTS ENTERED INTO ON
AND AFTER NOVEMBER 1, 2024; AGREEMENTS PREDATING THIS
AGREEMENT SHALL BE GOVERNED BY THE TERMS APPLICABLE AT THE
DATE OF EXECUTION.

YOU ACCEPT THE TERMS OF THIS MSA BY EXECUTING AN ORDER FORM
AND/OR AGREEMENT AND/OR SUBMITTING A PURCHASE ORDER THAT
DIRECTLY OR INDIRECTLY REFERENCES THIS DOCUMENT.

IF YOU ARE ENTERING INTO AN AGREEMENT ON BEHALF OF A
SEPARATE LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE
AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS,
IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH
ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT
AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT
THIS AGREEMENT AND MAY NOT USE THE CLOUD SERVICES.

1 DEFINITIONS

1.1 "Acceptable Use Policy” or “AUP” is defined in Section 2.

1.2 “Agreement” means this Master Subscription Agreement.

1.3 “Beta” means Cloud Services or functionality that may be made available
    to Customer to try at its option at no additional charge. which is clearly
    designated as “beta,” “pilot,” “limited release,” “developer preview,” “non-
    production,” “pre-production,” “evaluation,” or by a similar description,
    and is subject to the terms of the “Beta Services/Software Addendum.”

1.4 “Cloud Services” means products using Our proprietary cloud service,
    (“Incident IQ Platform” or “iiQ Platform” or “Platform”) and any related
    offerings, as identified in the relevant Order and as modified from time to
    time. The Cloud Service includes Our Software and Documentation but
    not Professional Services deliverables or Third-Party Content.

1.5 “Content” means information obtained by Incident IQ from publicly
    available sources or third-party content providers and made available to
    You through the Cloud Services or pursuant to an Order Form.

1.6 “Confidential Information” means information disclosed by or on behalf of
    one party (as discloser) to the other party (as recipient) under this
    Agreement, in any form, which (a) the discloser identifies to recipient as
    “confidential” or “proprietary” or (b) should be reasonably understood as
    confidential or proprietary due to its nature and the circumstances of its
    disclosure.

   1.6.1      Our Confidential Information includes:

           1.6.1.1   technical or performance information (including
                     Service Analyses),

           1.6.1.2   trade secret(s) as defined under applicable state
                     and/or federal law and regulations,

           1.6.1.3   Usage Data;

           1.6.1.4   Feedback; and/or

           1.6.1.5   any sensitive information about the Cloud Service,
                     including offered via Beta.

   1.6.2  Customer’s Confidential Information includes Customer
          Data.
1.7 “Customer” means the party purchasing Cloud Services from Us.

1.8 “Customer Affiliate” means any entity that directly or indirectly controls, is
    controlled by, or is under common control with the subject entity.

1.9 “Customer Data” means any data, content or materials that a Customer
    (including its Users and any other interested stakeholders) and/or its
    authorized User(s) uploads into, enters into, or submits to its Cloud
    Service accounts, including from Third-Party Platforms.

1.10 “Customer Materials” means materials and resources that Customer
     makes available to Us in connection with Professional Services.

1.11 “Documentation” means Our standard usage documentation for the
     Cloud Services.

1.12 “Effective Date” means the first day that Customer has access to the
     Cloud Services purchased with an Order Form.
1.13 “Feedback” means any information provided by You to Incident IQ
     regarding an existing or potential future product, service, or other
     performance provided by or sought from Incident IQ.

1.14 “Force Majeure” means an unforeseen event beyond a party’s
     reasonable control, such as a strike, blockade, war, pandemic, act of
     terrorism, riot, third-party Internet or utility failure, refusal of government
     license or natural disaster, where the affected party takes reasonable
     and customary measures to avoid or mitigate such event’s effects.

1.15 “Laws” means all laws, regulations, rules, court orders or other binding
     requirements of a governmental authority that apply to a party.

1.16 “Order Form” means an ordering document or online order specifying the
     Cloud Services and related services to be provided by Us under the
     terms of this Master Subscription Agreement (MSA), including any
     addenda and supplements thereto. Typically includes a purchase order
     submitted by You in response to a price quotation (“quote”) provided by
     Us or a third party authorized by Us to resell the Cloud Services. The
     purchase order and the quote together constitute an “Order Form” for the
     purposes of any relevant Agreement.

1.17 “Personal Data” means Customer Data relating to an identified or
     identifiable natural person.

1.18 “Protected Student Information” means “Student Personally Identifiable
     Information” or “Student Education Records,” within the meaning of the
     Family Educational Rights and Privacy Act (FERPA) of 1974 and its
     related provisions under the Code of Federal Regulations, as well as any
     applicable related state or local laws or regulations

1.19 “Professional Services” means any training, data migration or other
     professional services that We furnish to You related to the Cloud
     Services.

1.20 “Renewal” is the process by which the Services Period of certain Cloud
     Services under an Order Form is extended for an additional Services
     Period beyond the initial term, unless such Cloud Services are otherwise
     terminated in accordance with the terms of the Order Form or this
     Agreement. Your Order Form defines which Cloud Services are eligible
     for Renewal as well as any terms applicable to any such renewal.

1.21 “Services Analysis” or “Services Analyses” refers to our analysis
     (analyses) of Usage Data for security and operations management, to
     create statistical analyses, and/or for research and development
    purposes;

1.22 “Services Period” refers to the period of time for which You ordered the
     Cloud Services as specified in any Order Form.

1.23 “Statement of Work” means a statement of work for Professional
     Services that is executed by the parties and references this Agreement.

1.24 “Support” means support provided by Us to Customers for the
     onboarding and use of the Cloud Services, as governed by the Support
     Policy.

1.25 “Support Policy” is defined in Support Policy.

1.26 “Suspension Event” means (a) Customer’s account is 30 days or more
     overdue for renewal and/or payment, (b) Customer is in breach of AUP,
     and/or (c) Customer’s use of the Cloud Service risks material harm to the
     Cloud Service or others.

1.27 "Third-Party Claim” means a claim, action, allegation, or other dispute
     described in Defense & Indemnification brought by a person, entity, or
     other party that is: (a) not a contracting party to this Agreement or an
     Order governed by this Agreement; or (b) is an Affiliate of a contracting
     party to this Agreement (except in the case of a Customer Affiliate that
     enters into a contract or Order directly with Us and such Order is
     governed by this Agreement).

1.28 “Third-Party Content” means all text, files, images, graphics, charts,
     tables, illustrations, information, applications, products, services, data,
     audio, video, photographs and other content and material, in any format,
     that are obtained or derived from third-party sources outside of Incident
     IQ and made available to You through, within, or in conjunction with Your
     use of, the Cloud Service.

1.29 “Usage Data” means Our technical logs, data and learnings about Your
     use of the Cloud Service, including, but not limited to, the number of
     reports run, the frequency of User log-ins, location of User log-ins, and
     User behavioral data, such as the types of searches run and features
     heavily used).

1.30 “User” means those employees, contractors, students, parents, staff,
     and/or end users, as applicable, authorized by You to use the Cloud
     Services in accordance with this Agreement and/or Your Order Form.

1.31 “We,” “Us” or “Our” means Incident IQ, LLC.
1.32 “You” or “Your” means the legal entity for which you are accepting this
     Agreement.

2 ACCEPTABLE USE POLICY (AUP):
2.1 You will be responsible for:

  2.1.1    Users’ compliance with this Agreement and applicable
           Order Forms, the accuracy, quality and legality of Your
           Data and the means by which You acquired Your Data;

  2.1.2    using commercially reasonable efforts to prevent
           unauthorized access to or use of the Cloud Services and
           Content,

  2.1.3    notifying Us promptly of any such unauthorized access or
           use;

  2.1.4    using the Cloud Services and Content only in accordance
           with this Agreement, Order Forms, and applicable laws and
           government regulations, including, but not limited to,
           Children’s Online Privacy Protection (COPPA);

  2.1.5   complying with terms of service of any Third-Party Content
          with which You use the Cloud Services.
2.2 You will not:

  2.2.1    make the Cloud Services or Content available to, or use
           the Cloud Services or Content for the benefit of, anyone
           other than You or authorized Users;

  2.2.2    sell, resell, license, sublicense, distribute, make available,
           rent or lease the Cloud Services or Content;

  2.2.3    use the Cloud Services to store or transmit infringing,
           libelous, or otherwise unlawful or tortious material, or to
           store or transmit material in violation of third-party privacy
           rights;

  2.2.4    Use the Cloud Services in a manner that violates
           applicable U.S. export compliance and/or sanctions
           regulations;
  2.2.5    interfere with or disrupt the integrity or performance of the
           Cloud Services or third-party data contained therein;

  2.2.6    attempt to gain unauthorized access to the Cloud Services
           or Content or its related systems or networks;

  2.2.7    permit direct or indirect access to or use of the Cloud
           Services or Content in a way that circumvents a contractual
           usage limit, or use any of the Cloud Services to access or
           use any of Our intellectual property except as permitted
           under this Agreement or an Order Form;

  2.2.8    copy, reverse engineer, or attempt to reverse engineer the
           Cloud Services or any part, feature, function or user
           interface thereof;

  2.2.9    assist or advise any competitor in their attempts to
           engineer, reverse engineer, or otherwise copy the Cloud
           Services or any part, feature, function, or user interface
           thereof;

  2.2.10   copy Content except as permitted by Us in a written
           agreement;

  2.2.11   access the Cloud Services or Content in order to build a
           competitive product or service or to benchmark with a Non-
           Incident IQ product or service;

  2.2.12   otherwise misuse the Platform in any way contrary with the
           letter and intent of this Agreement or inconsistent with
           governing law and/or regulations;

  2.2.13    permit users under the age of 13 to use Incident IQ without
            ensuring all requirements and regulations under COPPA
            and related state/local regulations are strictly adhered to.
2.3 Any use of the Cloud Services in breach of this Agreement or applicable
    Order Form by You or Users, that in Our judgment threatens the security,
    integrity or availability of Our services, may result in immediate
    suspension of the Cloud Services and/or termination of the Subscription;
    however, We will use commercially reasonable efforts under the
    circumstances to provide You with notice and an opportunity to remedy
    such violation or threat prior to such suspension.

2.4 You agree to accept all patches, bug fixes, updates, maintenance and
    service packs (collectively, “Patches”) necessary for the proper function
    and security of the Cloud Services. Except for emergency or security-
    related maintenance activities, We will notify You of the scheduling of
    application of Patches, where possible.

3 INCIDENT IQ RIGHTS AND RESPONSIBILITIES
3.1 We will:

  3.1.1      make all commercially reasonable efforts to provide the
             Cloud Services and Content available to You pursuant to
             this Agreement and the applicable Order Form;

  3.1.2      provide applicable support for the Cloud Services as
             outlined in our Support Policy at no additional charge
             following completion of onboarding;

  3.1.3      use commercially reasonable efforts to make the online
             Cloud Services available 24 hours a day, 7 days a week,
             except for:

          3.1.3.1   planned downtime (of which We shall              give
                    reasonable advance electronic notice), and

          3.1.3.2   any unavailability caused by force majeure.

3.2 We may:

  3.2.1      Monitor, observe, compile, store, and/or analyze statistical
             and other information related to the performance,
             operation, and use of the Cloud Services;

  3.2.2      Perform Service Analyses;

  3.2.3      Make Service Analyses publicly available; however,
             Service Analyses will not incorporate Your Data in a form
             that could serve to identify You or any individual. We retain
             all intellectual property rights in Service Analyses.

  3.2.4      From time to time, make Beta Services/Software available
             to You at no charge. You may choose to try such Beta
             Services/Software or not in Your sole discretion after our
             approval. Any use of Beta Services is subject to the Beta
             Services/Software        Addendum       available       at
             https://www.incidentiq.com/legal;
4 Intellectual Property
4.1 Neither party grants the other any rights or licenses not expressly set out
    in this Agreement. Except for Our express rights in this Agreement, as
    between the parties, Customer retains all intellectual property and other
    rights in Customer Data and Customer Materials provided to Us.

4.2 Except for Customer’s express rights in this Agreement, as between the
    parties, We retain all intellectual property and other rights in the Cloud
    Services, deliverables and related technology (including, but not limited
    to, all underlying software, source code, design, modules, organization,
    format, algorithm, and other technology), and all modifications or
    enhancements thereto and derivatives thereof.

4.3 We may use any “Feedback” from You or Your Users regarding
    improvement or operation of the Cloud Services, Support or Professional
    Services without restriction or obligation.

4.4 “Feedback” is provided “AS IS” and We will not publicly identify You as
    the source of feedback without Your permission.

4.5 We will not treat as confidential any “Feedback” You provide to Us, and
    nothing in this Agreement or in the parties’ dealings arising out of or
    related to this Agreement will restrict Our right to use, profit from,
    develop, disclose, publish, keep secret, or otherwise exploit “Feedback,”
    without compensating or crediting You.

4.6 “Feedback” will not be considered Customer’s Confidential Information,
    intellectual property, or its trade secret. Once received by Us, such
    “Feedback” becomes Our Confidential Information, Intellectual Property,
    and/or trade secret.

4.7 You grant to Us a worldwide, perpetual, irrevocable, royalty-free license
    to use and incorporate into Our services any suggestion, enhancement
    request, recommendation, correction or other “Feedback” provided by
    You or Users relating to the operation of Our services.

5 SAFEGUARDS FOR YOUR DATA.
5.1 Subject to this Agreement, We will access and use Your Data solely to
    provide, develop, enhance, and maintain the Cloud Services, Support,
    and Professional Services under this Agreement. Such use includes
    sharing Your Data as You direct through the Cloud Services, but We will
    not otherwise disclose Customer Data to third-parties except as
    permitted in this Agreement, or otherwise required by law.
5.2 We will implement and maintain reasonable Security Measures that:

  5.2.1      Are consistent with all federal, state, and local law and
             regulations;

  5.2.2      Will use appropriate and reasonable technical and
             organizational measures designed to prevent unauthorized
             access, use, alteration or disclosure of Customer Data.

  5.2.3      Will be audited by an external auditor, at Our expense and
             no less frequently than annually, to verify the adequacy of
             Our control measures according to SOC 2 standards
             and/or such other similar standards that are substantially
             equivalent to such control standards. Such audit will result
             in the generation of an audit report;

          5.2.3.1   Such audit reports will be deemed Our Confidential
                    Information, and

          5.2.3.2Such audit reports may be made available to You
                 upon your request to legal@incidentiq.com and
                 execution of a separate non-disclosure agreement
                 provided by us. This provision does not constitute an
                 entitlement by You to any such audit report.
5.3 Any release of such audit reports are at our sole discretion. We may
    provide any reason or no reason at all for deciding to disclose or not
    disclose an audit report.

5.4 For any of Your Data residing in the Cloud Services environment and
    identified by You or Your Users or the law as “Protected Student
    Information,” We will undertake the following measures with respect to
    such data:

  5.4.1      Only collect, process and store such Protected Student
             Information as is necessary to provide the cloud services
             under this Agreement;

  5.4.2      Under no circumstances will We use such information to
             market or advertise to students or their family members or
             legal guardians, or otherwise use such information to
             inform, influence or enable marketing, advertising or other
             commercial efforts by a third party directed at students,
             their family members, or legal guardians;
  5.4.3    Shall not change how Protected Student Information is
           collected, maintained, used or disclosed under the terms
           of the Agreement, without advance notice to and prior
           written consent from You.
5.5 Upon notice of a request for a copy of certain Protected Student
    Information in Our possession from You or a Person authorized under
    federal, state, and/or local law and regulations, we will ensure that:

  5.5.1    A complete and readable digital copy of the requested
           Protected Student Information in Our possession is
           delivered to You within 30 days (or the maximum time
           permitted under law, whichever is greater) of our receipt of
           Your request;

  5.5.2    Upon delivery of the copy to a Person authorized under
           federal, state, and/or local law and regulations, we will
           notify You of such disclosure if permitted by law. Such
           notification will be within the timeframe outlined in 5.4.1
           above.

  5.5.3   Such notice under 5.4 must be submitted to
          legal@incidentiq.com to constitute “notice” under section
          5.4.
5.6 Upon notice of a request from You that certain Protected Student
    Information be deleted, we will:

  5.6.1    permanently destroy (i.e., undertake a nonrecoverable
           deletion process in accordance with Department of
           Defense standard 5220.22-M) all copies of the Protected
           Student Information identified for deletion by You held by
           Us or any of Our agents, or subcontractors ; and

  5.6.2    Within 30 days of Your notice, we will deliver a written
           confirmation to You certifying that the permanent
           destruction of the requested Protected Student Information
           has been accomplished. Upon delivery of such written
           confirmation of deletion, you must provide notice to Us of
           Your receipt and understanding of said notice confirming
           deletion made at Your request.
   5.6.3   Such notice under 5.5 must be submitted to
           legal@incidentiq.com to constitute “notice” under section
           5.5
5.7 Regardless of whether we receive any request, we shall delete or
    otherwise destroy all of Your Protected Student Information, using the
    methods described above, following expiration of a 60-day period after
    termination of this Agreement.

5.8 We will operate the Cloud Services and collect, process and store
    Protected Student Information in accordance with NIST data security
    standards and current industry best practices, and maintain all
    technologies, policies, procedures and practices necessary to secure
    and protect the confidentiality and integrity of Protected Student
    Information, and prevent unauthorized access, disclosure and use.

5.9 We will never use Protected Student Information that we acquire through
    Your use of the Cloud Services for any commercial purposes, except as
    part of a “corporate action” (i.e., purchase, sale, merger, or other type of
    acquisition), if so permitted by law.

   5.9.1     We will notify you if such a “corporate action” occurs. In
             such a case, we warrant any successor entity shall be
             contractually obligated to comply with the terms of this
             Agreement related to the treatment of Protected Student
             Information, as well as all other applicable legal
             requirements governing the use, disclosure, and security
             of the previously acquired Protected Student Information.
5.10 In the event of any security incident (including any actual or suspected
     data breach) that affects Your Data, we will follow our Information
     Security Policy. Unless specified in Your Order Form, or otherwise
     required by law, We will notify you at a time and in a manner consistent
     with reasonable industry standards if we detect or suspect a security
     incident affecting Your data occurs.

6 SUBSCRIPTION TERMS
6.1 Unless otherwise provided in the applicable Order Form and/or any other
    addenda/supplements, each Subscription Term will last for an initial 12-
    month period.

   6.1.1    Suspension Event: we also reserve the right to limit or
            otherwise suspend access to all services that have not
            been paid for after the lapse of a Subscription Term.
6.2 Such Term starts on the “Effective Date” and continues until the end of
    the Subscription Term, unless sooner terminated in accordance with
    these terms. If no Subscription Term is in effect, either party may
    terminate this Agreement for any or no reason with notice to the other
    party.

6.3 Additional offerings and/or subscriptions may be added during a
    subscription term, and will be prorated for the portion of that original
    subscription term remaining at the time the subscriptions are added.
    Unless otherwise indicated on an Order Form or similar document, any
    products/services added during a subscription will terminate on the same
    date as the preceding, underlying subscriptions.

7 FEES & PAYMENTS
7.1 All fees payable to Incident IQ are due within 30 days from the invoice
    date or as otherwise outlined in the Order Form.

7.2 Late payments are subject to a charge of 1.5% per month, or the
    maximum amount allowed by Law, whichever is less. All fees and
    expenses are non-refundable except as expressly set out in this
    Agreement.

7.3 You will pay any sales, value-added or other similar taxes imposed by
    applicable law that Incident IQ must pay based on the Cloud Services
    You ordered, except for taxes based on Incident IQ’s income.

7.4 If You dispute an invoice in good faith, You will notify Us within the
    Payment Period and the parties will seek to resolve the dispute over a
    15-day discussion period. You are not required to pay disputed amounts
    during the discussion period, but will timely pay all undisputed amounts.
    After the discussion period, either party may pursue any available
    remedies.

  7.4.1    Any such notification of dispute under 7.4 must be sent to
           accounting@incidentiq.com.
8 NON-INCIDENT IQ PROVIDERS
8.1 We or third-parties may make available Third-Party Content. Incident IQ
    does not control and is not responsible for any such Third-Party Content
    accessible from or provided through the Cloud Services, and You bear
    all risks associated with any such access and use. Any Third-Party
    Content made accessible by Incident IQ in or through the Cloud Services
    is provided on an “as-is” and “as available” basis without any warranty of
    any kind.

8.2 If You choose to utilize any Third-Party Content, You grant Us
    permission to allow the relevant provider of such Third-Party Content to
    access Your Data as required for the interoperation of that Third-Party
    Content with the Cloud Services. We are not responsible for any
    disclosure, modification or deletion of Your Data resulting from access by
    such Third-Party Content or its provider.

9 CONFIDENTIALITY
9.1 By virtue of this Agreement, the parties may have access to information
    that is confidential to one another (“Confidential Information”). We each
    agree to disclose only information that is required for the performance of
    obligations under this Agreement or in order to comply with any
    governing law or binding court order.

9.2 Confidential information shall be limited to Your Data residing in the
    Cloud Services, and all information identified as confidential at the time
    of disclosure.

9.3 A party’s Confidential Information shall not include information that: (a) is
    or becomes a part of the public domain through no act or omission of the
    other party; (b) was in the other party’s lawful possession prior to the
    disclosure and had not been obtained by the other party either directly or
    indirectly from the disclosing party; (c) is lawfully disclosed to the other
    party by a third party without restriction on the disclosure; or (d) is
    independently developed by the other party. Provided, however, Student
    Education Records shall never not be deemed Confidential Information.

9.4 We each agree not to disclose each other’s Confidential Information to
    any third-party other than as set forth in the following sentence for a
    period of three (3) years from the date of the disclosing party’s disclosure
    of the Confidential Information to the receiving party; however, We will
    hold Your Confidential Information that resides within the Cloud Services
    in confidence for as long as such information resides in the Cloud
    Services.

9.5 We each may disclose Confidential Information only to those employees,
    agents or subcontractors who have a demonstrated need to know. Such
    recipients are required to protect it against unauthorized disclosure in a
    manner no less protective than required under this Agreement.
  9.5.1    Incident IQ will protect the confidentiality of Your Data
           residing in the Cloud Services in accordance with the
           Incident IQ security practices defined as part of Your Order
           Forms.

  9.5.2    In addition, Your Data will be treated in accordance with
           the terms outlined above. Nothing shall prevent either party
           from disclosing Confidential Information as required by law.
9.6 In performing the Cloud Services, We will comply with the Incident IQ
    Privacy Policy, (available at https://www.incidentiq.com/privacy-policy)
    and incorporated herein by reference, as well as any additional
    requirements contained in applicable Order Forms or other documents.

  9.6.1    The Incident IQ Privacy Policy is subject to change at Our
           discretion; however, policy changes will not result in a
           material reduction in the level of protection provided for
           Your Data during the Services Period described in Your
           Order Form.
9.7 We will maintain industry-standard administrative, physical, and technical
    safeguards for protection of the security, confidentiality and integrity of
    Your Data. Those safeguards will include, but will not be limited to,
    measures for preventing access, use, modification or disclosure of Your
    Data by Our personnel except (a) to provide the purchased Cloud
    Services and prevent or address service or technical problems, (b) as
    compelled by law, or (c) as You expressly permit in writing.

10 TERMINATION
10.1 In addition to any other remedies it may have, either party may also
     terminate this Agreement upon thirty (30) days’ notice (or without notice
     in the case of nonpayment), if the other party materially breaches any of
     the terms or conditions of this Agreement or an applicable Order Form.

  10.1.1   In the event we terminate for cause under 10.1 and you
           have not yet paid, You agree we have the right to
           immediately collect all sums due from You between the
           date of termination under 10.1 and the first day of the
           subscription.

  10.1.2   In the event we terminate for cause under 10.1 after
           payment, we have full discretion on whether we will refund,
           whether in whole or in part, the balance of any payments
           made by You between the date of termination under 10.1
           and the last day of the subscription.
10.2 We reserve the right to suspend services and/or terminate any
     agreement at any time if we reasonably determine that continued service
     could adversely affect the platform’s continued functionality and/or
     reputation. Such termination determination would be made, if at all, upon
     ninety (90) days’ notice.

10.3 We reserve the right to suspend services and/or terminate any
     agreement at any time if we reasonably determine that You have violated
     the Acceptable Use Policy outlined above.

10.4 We reserve the right to suspend services and/or terminate any
     agreement at any time if we reasonably determine that You have violated
     the applicable terms of confidentiality.

10.5 You must pay in full for the Cloud Services up to and including the last
     day on which the Cloud Services are provided.

  10.5.1   In the event we terminate under 10.2, 10.3, and/or 10.4,
           and you have not yet paid, You agree we have the right to
           immediately collect all sums due from You between the
           date of termination following the notice periods under 10.2,
           10.3, and/or 10.4 and the first day of the subscription.

  10.5.2      In the event we terminate under 10.2, 10.3, and/or 10.4
              after payment, we will refund you the balance of any
              payments made by You between the date of termination
              and the last day of the subscription, less any additional
              reasonable costs we incur in remediating your breach.
10.6 Termination for Non-Appropriation: The Parties acknowledge and agree
     that if Customer is subject to legal requirements that prevent it from
     committing to the payment of funds beyond its current fiscal year, and if
     funds are not allocated for the Cloud Services captured in an applicable
     Quote, Order Form, or Agreement that are the subject of this Agreement
     following the commencement of any succeeding fiscal year, then the
     Parties agree that the Quote, Order Form, or Agreement will terminate
     and Customer will have no liability for any charges, fees, or penalties at
     the end of its last fiscal period for which funds were appropriated.
     Customer will be obligated to pay all charges incurred through the end of
     the last fiscal period for which funds were appropriated. Customer will
     give Incident IQ written notice that funds have not been appropriated (a)
     immediately after Customer receives notice of such non-appropriation;
     and (b) at least thirty (30) days prior to the effective date of such
     termination. Customer will not utilize this clause as a right to terminate
     any Quote nor this Agreement for convenience. Incident IQ reserves the
    right to seek documentation evidencing such non- appropriation of funds.

10.7 All aspects of this Agreement which by their nature should survive
     termination will survive termination, including, but not limited to, accrued
     rights to payment, confidentiality obligations, warranty disclaimers, and
     limitations of liability.

11 WARRANTIES, REMEDIES AND DISCLAIMERS

11.1 Incident IQ warrants that it will make all reasonable efforts to perform the
     Cloud Services in all material respects as described in Your Order Form.
     If the Cloud Services provided to You were not performed as warranted,
     You must promptly provide written notice to Incident IQ in the manner
     outlined in Section 5.4 describing the purported deficiency.

11.2 Incident IQ does not guarantee that:

   11.2.1   The services will be performed error-free or uninterrupted,
            or that Incident IQ will correct all services errors;

   11.2.2   The services will operate in combination with your content
            or your applications, or with any other hardware, software,
            systems or data not provided by Incident IQ, and the Cloud
            Services will meet your requirements, specifications or
            expectations.
11.3 You acknowledge that Incident IQ does not control the transfer of data
     over communications facilities, including the internet, and that the cloud
     services may be subject to limitations, delays, and other problems
     inherent in the use of such communications facilities.

11.4 Neither party shall be responsible for any delays, delivery failures, or
     other damage resulting from such problems.

11.5 Incident IQ is not responsible for:

   11.5.1   any issues related to the performance, operation or
            security of the cloud services that arise from your data or
            third-party content;

   11.5.2   Any representation or warranty regarding the reliability,
            accuracy, completeness, correctness, or usefulness of
            third-party content, and disclaims all liabilities arising from
            or related to third party content is true.
11.6 For any breach of the Cloud Services warranty, Your exclusive remedy,
     and Incident IQ’s entire liability, shall be the correction of the deficient
     Cloud Services that caused the breach of warranty, or, if Incident IQ
     cannot substantially correct the deficiency in a commercially reasonable
     manner, You may end the Subscription, and Incident IQ will refund to
     you the fees for the terminated services that you pre-paid to Incident IQ
     for the period following the effective date of termination, in a manner
     consistent with 10.5 above.

11.7 To the extent not prohibited by law, these warranties are exclusive and
     there are no other express or implied warranties or conditions including
     for software, hardware, systems, networks or environments or for
     merchantability, satisfactory quality and fitness for a particular purpose.

12 LIMITATION OF LIABILITY

12.1 To the maximum extent permitted by law, each party’s entire liability
     arising out of or related to this Agreement will not exceed the amounts
     paid or payable by You to Us over the preceding twelve (12) months
     under this Agreement immediately preceding the first incident giving rise
     to liability.

12.2 Neither party will have any liability arising out of or related to this
     Agreement for indirect, special, incidental, reliance or consequential
     damages or damages for loss of use, lost profits or interruption of
     operations, even if informed of their possibility in advance.

12.3 The waivers and limitations in this Section apply regardless of the form of
     action, whether in contract, tort (including negligence), strict liability or
     otherwise and will survive and apply even if any limited remedy in this
     Agreement fails of its essential purpose.

13 DEFENSE & INDEMNIFICATION
13.1 We will defend You and Your employees and trustees (hereinafter and
     for purposes of this Section, collectively referred to as “You”) against any
     claim, demand, suit or proceeding made or brought against You by a
     third-party alleging that the Cloud Services infringe or misappropriate
     such third-party’s intellectual property rights (a “Claim Against You”), and
     will indemnify and hold harmless You from any damages, attorney fees
     and costs ultimately awarded against You as a result of, or for amounts
     paid by You under a settlement approved by Us in writing of, a Claim
     Against You.

13.2 In order to receive the benefit of this indemnification, you must:
   13.2.1   promptly give Us written notice of the Claim Against You
            via email to legal@incidentiq.com;

   13.2.2   give Us sole control of the defense and settlement of the
            Claim Against You (except that We may not settle any
            Claim Against You unless it unconditionally releases You
            of all liability); and

   13.2.3   give Us all reasonable assistance.

13.3 If We receive information about an infringement or misappropriation
     claim related to the Cloud Services, We shall, in Our discretion and at no
     cost to You:

   13.3.1   modify the Cloud Services so that they are no longer
            claimed to infringe or misappropriate, without breaching
            Our warranties described above; or

   13.3.2   terminate Your subscriptions for the Cloud Services upon
            30 days’ written notice and refund You any prepaid fees
            covering the remainder of the term of the terminated
            subscriptions, consistent with 10.5 above.
13.4 The above defense and indemnification obligations do not apply to the
     extent a Claim Against You arises from Content, Third-Party Content or
     Your use of the Cloud Services in violation of this Agreement or
     applicable Order Forms; provided such Claim Against You would not
     have arisen but for Your use in violation of this Agreement or applicable
     Order Forms.

13.5 Unless otherwise prohibited by state law and/or local regulations,
     You will defend and indemnify Us against any claim, demand, suit or
     proceeding made or brought against Us by a third-party alleging that any
     of Your Data infringe or misappropriate such third-party’s intellectual
     property rights, or arising from Your use of the Cloud Services or Content
     in violation of the Agreement, Order Forms or applicable law (each a
     “Claim Against Us”), and You will indemnify Us from any damages,
     attorney fees and costs ultimately awarded against Us as a result of, or
     for any amounts paid by Us under a settlement approved by You in
     writing of, a Claim Against Us, provided We (a) promptly give You written
     notice of the Claim Against Us, (b) give You sole control of the defense
     and settlement of the Claim Against Us (except that You may not settle
     any Claim Against Us unless it unconditionally releases Us of all liability),
     and (c) give You all reasonable assistance, at Your expense.
13.6 This Section states the indemnifying party’s sole liability to, and the
     indemnified party’s exclusive remedy against, the other party for any type
     of claim described in this Section.

14 MISCELLANEOUS PROVISIONS
14.1 Severability. If any provision of this Agreement is held to be invalid or
     unenforceable, the invalidity or unenforceability will not affect the other
     provisions of the Agreement.

14.2 No Waiver. A waiver of any breach of this Agreement is not deemed a
     waiver of any other breach.

14.3 Notices. All notices will be in writing, transmitted via certified or
     registered mail, postage prepaid, and delivered to the address set forth
     in Your Order Form. Notices may also be transmitted via e-mail and
     delivered to the addresses set forth in the Order Form. Notices from You
     to Incident IQ sent via email must be sent to legal@incidentiq.com to
     constitute proper notification.

14.4 Force Majeure. Neither party is liable for a delay or failure to perform this
     Agreement due to a Force Majeure. If a Force Majeure materially
     adversely affects the Cloud Service for 15 or more consecutive days,
     either party may terminate the affected Order(s) upon notice to the other
     and We will refund to Customer any pre-paid, unused fees for the
     terminated portion of the Subscription Term. However, this Section does
     not limit Customer’s obligations to pay fees owed.

14.5 Assignment. Neither party may, without the prior written consent of the
     other party, assign or transfer this Agreement (or any of its rights or
     obligations) to any other party, except We may assign Our interests as
     required under any potential corporate action (i.e., acquisition, sale,
     merger, etc.). In the event of such a corporate action, We warrant that
     any successor entity will agree to abide by the terms of this agreement
     for the remainder of any applicable subscription term.

14.6 Relationship of the Parties. The parties are independent contractors, and
     no partnership, franchise, joint venture, agency, fiduciary or employment
     relationship between the parties is created by this Agreement.

14.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to
     this Agreement. For clarification, even though an employee of a
     Customer Affiliate may be a User under this Agreement, Customer
     Affiliates may not bring a claim against Us arising from, based on, or
     under this Agreement unless such Customer Affiliate has entered into its
    own Order directly with Us.

14.8 Governing Law. Unless prohibited by state law and/or local
     regulation, this Agreement and any claims relating to its subject matter
     will be governed by and construed under the laws of the State of
     Georgia, without reference to its conflicts of law principles. All disputes
     will be subject to the exclusive jurisdiction of the courts located in Fulton
     County, Georgia or the Federal Court of the Northern District of Georgia.
     Either party must initiate a cause of action for any claim(s) relating to this
     Agreement and its subject matter within one year from the date when the
     party knew, or should have known after reasonable investigation, of the
     facts giving rise to the claim(s).

14.9 Entire Agreement. This Agreement and the information which is
     incorporated into this Agreement by written reference (including
     reference to information contained in a uniform resource locator or
     referenced policy), together with the applicable Order Form and
     accompanying Exhibits, is the complete agreement for the Cloud
     Services ordered by You and supersedes all prior or contemporaneous
     agreements or representations, written or oral, regarding such Cloud
     Services.
                     SUPPORT POLICY FOR CLOUD SERVICES
This Support Policy for Cloud Services (“Policy”) sets forth the Support
Services identified in Your applicable Order Form. The Services are
governed by and subject to the terms and conditions specified in the
Master Subscription Agreement and applicable Order Form signed by You
(collectively the “Agreement”).

1.             Support Tiers

     a)          Tier One Support for Users.

          I.        Incident IQ Help Center. All of Your Users may access to written
                    help documentation and video tutorials via the Cloud Services
                    help center located at https://help.incidentiq.com, and through
                    Incident IQ Academy at learn.incidentiq.com.

      II.           Support Request within Cloud Services Environment. All of Your
                    Users may submit an “Incident IQ Help Ticket” using the Cloud
                    Services. These requests first route to Your Administrator Users
                    for resolution. If necessary, Your Administrator Users may
                    forward the request within the Cloud Services environment to the
                    Incident IQ product support team.

     b)          Tier Two Support for Users.

          I.        Your Administrator Users can escalate other User help
                    requests within the Cloud Services to the Cloud Services
                    product support team or make such requests to the product
                    support team directly.

      II.           Your Administrator Users also may access toll-free telephone
                    support (866-899-9169) and email support
                    (support@incidentiq.com) from the product support team
                    during ordinary business hours (Monday through Friday, 8AM
                    to 8PM Eastern Standard Time, excluding holidays).

2.             Response Time Service Level

The Cloud Services product support team will strive to respond to support
requests from Your Administrator Users within one (1) business day.