StrikeIron Inc.

Web Services

Usage Agreement

THIS STRIKEIRON WEB SERVICES USAGE AGREEMENT(this “Agreement”) is entered into by and between StrikeIron, Inc. (“StrikeIron”), and you, the registered single end–user customer organization or entity (“Customer”). BY CLICKING ON THE “I ACCEPT” BUTTON OR BY USING ANY STRIKEIRON WEB SERVICE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT, AND THE TERMS SHALL BE BINDING WITH RESPECT TO YOUR USE OF THE STRIKEIRON WEB SERVICES. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO SUBSCRIBE TO OR USE THE STRIKEIRON WEB SERVICES.

WHEREAS, StrikeIron makes certain digital functionality and content available to customers through its websites and technology platform; and

WHEREAS, Customer wishes to access certain of such digital functionality and content;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS. As used in this Agreement:

1.1 “Web Service(s)” means a function provided by one software system or application and available for access by another software system or application over the Internet or a network.

1.2 “Web Service Data” means all data and information that is delivered through or derived from a Web Service.

1.3 “StrikeIron Data Delivery Platform” means the data exchange services (including the software necessary to operate the data exchange services) provided by StrikeIron that permit Customer to route and exchange data or information such as Web Service Data.

1.4 “StrikeIron Web Site” means the online information and service interface to the StrikeIron Data Delivery Platform that is accessible via a Web browser, at http://www.strikeiron.com.

1.5 “StrikeIron Web Service” means a Web Service which may be accessed by StrikeIron customers upon registration and subscription with StrikeIron for such Web Service.

1.6 “Registered Provider” means a third party provider of the Web Service Data that has authorized StrikeIron to access, use and make limited distribution of applicable Web Service Data as part of a StrikeIron Web Service or through other delivery mechanisms.

2. AUTHORIZATION AND LICENSES

2.1 Authorization to Use the StrikeIron Web Services. Subject to the terms and conditions of this Agreement, StrikeIron hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable (in accordance with Section 4.5 and Section 9) license to use the StrikeIron Data Delivery Platform to access, use and integrate into any application, system, wireless device, or Web site the StrikeIron Web Services for which Customer has paid the applicable subscription fee, in each case for Customer’s internal business purposes. Customer acknowledges that the Web Service Data and the StrikeIron Web Services may change from time to time, including without limitation for upgrade purposes, without notice. Any such changed and/or modified Web Service Data and StrikeIron Web Services shall be governed by the terms and conditions of this Agreement. Customer acknowledges and agrees that the StrikeIron Web Site, StrikeIron Data Delivery Platform, StrikeIron Web Services, and all Web Service Data are provided “as is” and that no representation or warranty of accuracy is stated or implied, and that any StrikeIron Web Service may be discontinued without notice.

2.2 Limitations. Customer acknowledges that any use of the StrikeIron Web Site, StrikeIron Data Delivery Platform, the StrikeIron Web Services and the Web Service Data, other than as explicitly permitted by this Agreement is prohibited. Customer will not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from the StrikeIron Web Site, the StrikeIron Data Delivery Platform, or StrikeIron Web Services; (b) remove, alter, or obscure any proprietary notices (including restricted rights, trademark and copyright notices) of StrikeIron or its Registered Providers on the StrikeIron Web Site, the StrikeIron Data Delivery Platform or the StrikeIron Web Services; (c) otherwise use or copy the StrikeIron Web Site, StrikeIron Data Delivery Platform, the StrikeIron Web Services or the Web Service Data or any part thereof, except as expressly allowed under Section 2.1; (d) modify, alter, or create derivative works based on, the StrikeIron Web Site, the StrikeIron Data Delivery Platform, or StrikeIron Web Services; (e) resell, rent, or lease any of the StrikeIron Web Services or Web Service Data; (f) reproduce the StrikeIron Web Site, StrikeIron Data Delivery Platform, or StrikeIron Web Services for sublicensing, resale, rent, lease, or distribution, including without limitation, operation on a time sharing or service bureau basis, or distribute any of the foregoing as part of an ASP, VAR, OEM, distributor, or reseller arrangement; (g) store or maintain Web Service Data on any kind of storage device or utilizing any kind of storage mechanism, except solely for Customer’s internal business purposes; (h) redistribute Web Service Data in any way; or (i) disclose the results of any performance benchmarks to any third party without StrikeIron’s prior written consent. Customer is responsible for the compliance by Customer’s personnel and agents with the terms of this Agreement.

2.3 No Implied Rights. There are no implied licenses under this Agreement, and Customer acknowledges and agrees that, subject to the license grants contained in this Agreement, StrikeIron and its licensors retain all rights not expressly granted to Customer. Except as expressly provided in this Agreement, StrikeIron does not grant and Customer does not obtain any rights to use, distribute, sell, rent, lease or sublicense the StrikeIron Web Site, StrikeIron Data Delivery Platform, the StrikeIron Web Services or the Web Service Data in any form.

3. OPERATION OF STRIKEIRON DATA DELIVERY PLATFORM

3.1 Access to StrikeIron Data Delivery Platform. Customer must: (a) provide all equipment, including communications infrastructure, necessary to establish a connection to the Internet; and (b) provide for Customer’s access to the Internet and pay any telephone service fees or network access fees associated with such access.

3.2 Responsibility for Transmitted Data. Customer acknowledges and agrees that certain of the Web Services Data belong to third parties and are subject to certain third party restrictions. By entering into this Agreement and by using the StrikeIron Web Services, Customer acknowledges that Customer has read and agreed to comply with any such restrictions. StrikeIron shall have no responsibility or obligations, and makes no representations or warranties, with respect to any third party content.

3.3 Usage Data. In order for StrikeIron to make the StrikeIron Web Services available, StrikeIron may collect information from Customer’s use of the StrikeIron Web Services (“Usage Data”). StrikeIron reserves the right to use all such Usage Data as StrikeIron deems appropriate for StrikeIron’s business purposes.

3.4 Support. StrikeIron will have no obligation to provide any support or related services in connection with this Agreement, except as and to the extent expressly provided in Exhibit A.

3.5 Fees. Customer agrees to pay StrikeIron any applicable fees for Customer’s right to access and use of the StrikeIron Web Services, as set forth in your order confirmation.

4. USAGE POLICIES AND RESTRICTIONS

4.1 Account Passwords. Customer will receive one or more passwords for Customer’s subscriptions to the StrikeIron Web Services. Customer shall not disclose or make available such passwords to any person or entity other than its employees and authorized agents. Customer is solely responsible and bears all attendant liability if Customer fails to maintain the confidentiality of these passwords. Furthermore, Customer is solely liable for any and all activities that occur on Customer’s account. Customer agrees to immediately notify StrikeIron of any unauthorized use of Customer’s account or any other breach of security known to Customer.

4.2 General Policies and Limitations of Use. StrikeIron may establish general policies and restrictions concerning use of the StrikeIron Web Site, StrikeIron Data Delivery Platform, the StrikeIron Web Services and the Web Service Data and post such rules on the StrikeIron Web Site. Customer will comply with the usage policies and restrictions for the StrikeIron Web Site, StrikeIron Data Delivery Platform, the StrikeIron Web Services and the Web Service Data as StrikeIron may amend such policies and restrictions from time to time. StrikeIron reserves the right to change these general policies and restrictions at any time, by posting such changes on the StrikeIron Web Site and notifying Customer in writing. If Customer becomes aware of any violations of the requirements in this Section 4, Customer will use Customer’s best efforts to remedy and report promptly to StrikeIron all such violations.

4.3 Compliance with Laws and Policies. Customer hereby agrees to abide by and comply with: (a) all applicable local, state, national, and international laws and regulations (including applicable laws that pertain to the transmission of technical data, privacy, the encryption of software, the export of technology, the transmission of obscenity, or the permissible uses of intellectual property); and (b) all then-current requirements, procedures, policies, and regulations of networks connected to or using the StrikeIron Web Site or the StrikeIron Data Delivery Platform.

4.4 Prohibited Uses. Customer will not use the StrikeIron Web Site, the StrikeIron Data Delivery Platform, the StrikeIron Web Services or the Web Service Data to take any action, or assist others in taking any action, that (a) is unlawful, harassing, invasive of another’s privacy, abusive, threatening, harmful, obscene, defamatory, libelous, or fraudulent; (b) violates the personal privacy rights of others, including the collection and distribution of information about Internet users without their permission; (c) victimizes, harasses, degrades, or intimidates any individual or group of individuals; (d) infringes or misappropriates any patent, trademark, trade secret, copyright, or other intellectual property rights of any person or entity; (e) constitutes unauthorized or unsolicited transmission of advertising, junk or bulk email, or other form of unauthorized solicitation or spam; (f) constitutes an attempt to impersonate any person or entity; (g) is intended to omit, delete, forge, or misrepresent transmission information, including headers, return mailing, and Internet protocol addresses; (h) is intended to withhold or cloak the identity or contact information of Customer or any Registered Providers; (i) interferes with or disrupts the use of the StrikeIron Web Site the StrikeIron Data Delivery Platform, the StrikeIron Web Services or the Web Service Data by others; (j) results in the disclosure of confidential or insider information; or (k) involves the use of any viruses or codes, files, or programs designed or intended to cause damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information. Customer acknowledges that StrikeIron neither endorses the content of any user’s communications, nor assumes responsibility for any unlawful, abusive, threatening, libelous, defamatory, obscene, harassing, harmful, fraudulent or offensive material contained therein, any infringement or misappropriation of third party intellectual property rights arising therefrom, or any crime facilitated thereby.

4.5 Denial of Access. StrikeIron reserves the right to deny access to the StrikeIron Web Site, StrikeIron Data Delivery Platform, the StrikeIron Web Services and the Web Service Data to any account that violates any of the policies or restrictions set forth in this Section 4.

5. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

Customer acknowledges and agrees that, subject to the license grants contained in this Agreement, StrikeIron and its respective licensors and Registered Providers retain all right, title and interest in and to their respective intangible, intellectual, proprietary and industrial property rights, and all intangible embodiments and derivative works thereof, including any and all now known or hereafter existing: (a) trademarks, trade names, trade dress, service marks, slogans, domain names, uniform resource locators or logos; (b) copyrights, moral rights, and other rights in works of authorship; (c) patents and patent applications, patentable ideas, inventions and innovations; (d) know-how and trade secrets; and (e) registrations, applications, renewals, extensions, continuations, divisions, or reissues of the foregoing (collectively “Intellectual Property Rights”). Except as explicitly set forth herein, neither this Agreement nor any services provided hereunder will give Customer any right, title, or interest in or to the Intellectual Property Rights of StrikeIron or its licensors or Registered Providers. Without limiting the generality of the foregoing, Customer hereby agrees that (a) StrikeIron and its suppliers and licensors and Registered Providers retain ownership of all Intellectual Property Rights relating to or embodied in the StrikeIron Web Site, the StrikeIron Data Delivery Platform, the StrikeIron Web Services and the Web Service Data, each as constituted from time to time, (b) Customer has no right, title, or interest in or to any Intellectual Property Rights therein, and (c) except for the limited licenses granted to Customer under this Agreement, nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license by StrikeIron to the StrikeIron Web Site, the StrikeIron Data Delivery Platform, the StrikeIron Web Services or the Web Service Data under any Intellectual Property Rights.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

6.1 Warranties. Customer represents and warrants that (i) Customer has the full right, power, and authority to enter into this Agreement; and (ii) Customer’s execution and performance of this Agreement does not and will not breach or cause a conflict with any other agreement to which Customer is bound.

6.2 Disclaimers. STRIKEIRON DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, ACCURACY OR COMPLETENESS OF THE STRIKEIRON WEB SITE, THE STRIKEIRON DATA DELIVERY PLATFORM, THE STRIKEIRON WEB SERVICES, OR WEB SERVICE DATA, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, STRIKEIRON SPECIFICALLY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION AND NON-INFRINGEMENT, WITH RESPECT THE STRIKEIRON WEB SITE, STRIKEIRON DATA DELIVERY PLATFORM, THE STRIKEIRON WEB SERVICES AND THE WEB SERVICE DATA. STRIKEIRON IS PROVIDING ALL OF THE FOREGOING ON AN “AS-IS” BASIS. STRIKEIRON DOES NOT REPRESENT OR WARRANT THAT THE STRIKEIRON WEB SITE, THE STRIKEIRON DATA DELIVERY PLATFORM, THE STRIKEIRON WEB SERVICES, OR WEB SERVICE DATA WILL MEET CUSTOMER’S REQUIREMENTS OR OPERATE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR THAT DEFECTS IN THE STRIKEIRON WEB SITE, THE STRIKEIRON DATA DELIVERY PLATFORM, THE STRIKEIRON WEB SERVICES, OR WEB SERVICE DATA WILL BE CORRECTED. STRIKEIRON MAKES NO REPRESENTATION OR WARRANTY CONCERNING RESULTS OBTAINED FROM CUSTOMER’S USE OF THE STRIKEIRON WEB SITE, STRIKEIRON DATA DELIVERY PLATFORM, STRIKEIRON WEB SERVICES, OR WEB SERVICE DATA. CUSTOMER ACKNOWLEDGES THAT ANY USE OF MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE STRIKEIRON WEB SITE, THE STRIKEIRON DATA DELIVERY PLATFORM, OR THE STRIKEIRON WEB SERVICES IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF APPLICATIONS OR DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. STRIKEIRON MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE STRIKEIRON DATA DELIVERY PLATFORM OR STRIKEIRON WEB SERVICES, ANY TRANSACTIONS ENTERED USING THE STRIKEIRON WEB SITE, OR ANY THIRD-PARTY PRODUCTS, DATA OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM STRIKEIRON OR THROUGH THE STRIKEIRON WEB SITE, STRIKEIRON DATA DELIVERY PLATFORM, OR STRIKEIRON WEB SERVICES OR OTHERWISE CREATES ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Customer. To the extent that StrikeIron may not disclaim any warranty as a matter of law, the scope and duration of such warranty will be the minimum permissible under applicable law.

7. LIMITATIONS ON LIABILITY

7.1 Disclaimer of Liability. NEITHER STRIKEIRON NOR ITS REGISTERED PROVIDERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR RELIANCE DAMAGES IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY), OR ANY DAMAGES RESULTING FROM ANY INTERRUPTION OR DISRUPTION IN COMMUNICATIONS OR SERVICES, UNAVAILABILITY OR INOPERABILITY OF SERVICES, TECHNICAL MALFUNCTION, LOST DATA, OR LOST PROFITS, EVEN IF STRIKEIRON KNEW OR SHOULD HAVE KNOWN OF THE POSSIBLITY OF OR COULD HAVE REASONABLY PREVENTED SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF STRIKEIRON UNDER THIS AGREEMENT, WHETHER ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY, EXCEED $100 (ONE HUNDRED DOLLARS). IN NO EVENT WILL STRIKEIRON’S REGISTERED PROVIDERS HAVE ANY LIABILITY ARISING OR RESULTING FROM THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, STRIKEIRON WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY CUSTOMER’S COMBINATION OF THE STRIKEIRON WEB SITE, STRIKEIRON DATA DELIVERY PLATFORM, STRIKEIRON WEB SERVICES OR WEB SERVICE DATA WITH SOFTWARE NOT SUPPLIED BY STRIKEIRON OR ANY ALTERATION OR MODIFICATION OF ANY OF THE FOREGOING. STRIKEIRON DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM CUSTOMER’S USE OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT.

7.2 No Failure of Essential Purpose. Customer acknowledges that StrikeIron has entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties set forth in this Agreement and agrees that such limitations and disclaimers form an essential basis of the bargain between the parties. Customer agrees that these limitations and disclaimers will survive and apply even if found to have failed of their essential purpose.

8. INDEMNIFICATION

8.1 Customer will defend, indemnify, and hold harmless StrikeIron and its suppliers, licensors and Registered Providers, and their respective officers, directors, employees, agents, contractors, affiliates, shareholders and permitted successors and assigns, from and against any costs, losses, liabilities, claims or expenses (including reasonable attorneys’ fees) associated with third party claims arising out of or resulting from any of Customer’s acts or omissions related to Customer’s use of the StrikeIron Web Site, StrikeIron Data Delivery Platform, StrikeIron Web Services or Web Service Data, including without limitation any claims related to (a) Customer’s submission, posting, or transmission of any content or other information; (b) any violation by Customer of Section 4; or (c) the possession or use by StrikeIron or its suppliers of any data or information that Customer has transmitted or provided in connection with its use of the StrikeIron Web Site, StrikeIron Data Delivery Platform, StrikeIron Web Services or Web Service Data.

9. TERM AND TERMINATION

9.1 Term. The initial term of this Agreement will commence on Customer’s completion of the online subscription process, unless earlier terminated under Section 9.2 and will remain in effect for period of the payment term selected by Customer as a part of the registration process, provided that you remain current in Customer’s payments. Thereafter, the term of this Agreement will automatically renew for additional periods in accordance with the payment option selected by Customer, unless earlier terminated under Section 9.2. Continued use of the StrikeIron Web Services constitutes acceptance of this Agreement and any future versions.

9.2 Termination. Either party may terminate this Agreement with or without cause, upon thirty (30) days written notice. StrikeIron may terminate this Agreement, without prior notice, in the event that Customer violates any of the policies or restrictions set forth in Section 4. In addition, this Agreement and Customer’s authorization to use the StrikeIron Web Services, the StrikeIron Data Delivery Platform and Web Service Data shall automatically terminate ten (10) days after the due date of any payment due and not paid by Customer.

9.3 Effects of Termination.

(a) Termination of Authorization. Upon the termination of this Agreement, (i) the authorization and all license rights granted in this Agreement will immediately cease; and (ii) Customer will promptly discontinue Customer’s use of the StrikeIron Web Services, the StrikeIron Data Delivery Platform, and Web Service Data. Termination of this Agreement will not relieve either party of any obligation accruing to such party prior to such termination or result in the waiver of any right or remedy by a party hereto accruing to such party prior to such termination.

(b) Refund of Fee. Upon termination of this Agreement any refund of fees shall be treated in accordance with the refund policy described in Exhibit A.

9.4 Survival. The provisions of Sections 1, 2.2, 2.3, 3.2, 3.3, 4, 5, 6.2, 7, 8.1, 9.3, 9.4 and 10 will survive the expiration or termination of this Agreement.

10. MISCELLANEOUS

10.1 Assignment. Customer may not assign this Agreement, nor assign any rights or delegate any obligations under this Agreement by operation of law or otherwise. StrikeIron may assign this Agreement without Customer’s written consent. Any attempted assignment inconsistent with this Section 10.1 shall be null and void. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties.

10.2 Force Majeure. StrikeIron will not be liable for any failure or delay in its performance under this Agreement, or for damages or losses due to causes beyond its reasonable control, including acts of God, acts of civil or military authority, fires, environmental conditions, riots, wars, sabotage, terrorism, strikes or other labor problems, failure of third party suppliers or vendors, failure of electronic or mechanical equipment or communications lines, telephone or other interconnect problems, unauthorized access, theft, operator error, telecommunications failure, or governmental actions.

10.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to its provisions concerning choice of law. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in the State of North Carolina. The UN Convention on the International Sale of Goods shall not apply to this Agreement.

10.4 Injunctive Relief. Customer acknowledges and agrees that the breach by Customer of Section 2 or 4 of this Agreement would cause immediate, irreparable harm to StrikeIron for which recovery of money damages would be inadequate, and therefore, StrikeIron will be entitled to seek timely injunctive relief to protect its rights and restrain any actual or threatened breach thereof without posting any bond or other undertaking, in addition to any and all other remedies available at law or in equity.

10.5 Notices. Except for notices pertaining to Section 10.6 below, any notices or communications under this Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt by the party to whom such communication is directed. If to StrikeIron, such notices shall be addressed to legal@strikeiron.com or to the address in Section 10.6 below, Attention: Legal Department. If to Customer, such notices shall be addressed to the electronic or mailing address specified during Customer’s registration process, or such other address as either party may give the other by notice as provided in this Section. It is the Customer’s responsibility to provide accurate information to ensure that StrikeIron is notified of any changes to Customer’s address as specified in this Section.

10.6 Notice of Third Party Claims of Copyright Infringement. All notices of claims of infringement shall be sent to StrikeIron’s copyright agent and must be delivered by personal delivery, by facsimile, by nationally recognized overnight courier, or by certified or registered U.S. mail, return receipt requested, and will be deemed effective upon: personal delivery, acknowledgement of receipt of electronic transmission, one (1) day after deposit with a nationally recognized overnight courier, or five (5) days after deposit in the U.S. mail. StrikeIron’s copyright agent who is to receive notice under the Digital Millennium Copyright Act for claims of copyright infringement for the StrikeIron Web Site, the StrikeIron Data Delivery Platform, and the StrikeIron Web Services is as follows:

StrikeIron, Inc. Legal Department

15501 Weston Parkway, Suite 150

Cary, NC 27513

By phone: +1 (919) 467–4545

By fax: +1 (919) 467–4442

By email: legal@strikeiron.com

StrikeIron may change the name and address of and other information for its copyright agent at any time upon written notice to Customer as provided in Section 10.5. If Customer believes that a work of authorship has been infringed, Customer will provide StrikeIron’s copyright agent with the following information or items: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that is claimed to have been infringed; (c) a description of where the material that is claimed to be infringing is located; (d) Customer’s address, telephone number, and email address; (e) a statement that Customer has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in Customer’s notice is accurate and Customer is the copyright owner or authorized to act on the copyright owner’s behalf.

10.7 Limitation of Actions. No action, regardless of form, arising out of this Agreement may be brought by Customer more than two (2) years after the cause of action has arisen.

10.8 Attorney’s Fees. If any legal action is brought to construe or enforce any provision of this Agreement, the prevailing party will be entitled to receive its reasonable attorney’s fees and court costs, in addition to any other relief that it may be entitled to receive.

10.9 Publicity. In consideration for the rights granted to Customer under this Agreement, Customer agrees Customer will use good faith, commercially reasonable efforts to act as a customer reference for prospective StrikeIron customers and press contacts and to provide such other cooperation with StrikeIron’s marketing efforts as StrikeIron shall reasonably request. Customer’s activities may include:

a. Working with StrikeIron's marketing department to prepare a success story, case study, and/or press release documenting the relationship of the parties, Customer’s business need and solution, Customer’s implementation of, and satisfaction with, the StrikeIron Web Services and Customer’s return on investment (ROI) from its use of the StrikeIron Web Services. Such success story shall be developed and may be distributed by StrikeIron as part of StrikeIron's marketing and pre-sales materials;

b. Providing in-person or telephone references to a minimum of 4 prospective customer groups or press contacts over the next year;

c. Providing a management sponsor who will meet with StrikeIron management at least once a year at StrikeIron's request to review the ongoing relationship of the parties and to provide feedback on StrikeIron Web Services;

d. Allowing StrikeIron to use the Customer’s name and logo, subject to Customer’s standard guidelines, on StrikeIron's website and for StrikeIron’s company presentations;

e. Participating in a filmed interview illustrating how Customer is using StrikeIron technology and the benefits received by Customer therefrom; and

f. To the extent consistent with the protection of Customer’s proprietary information, granting StrikeIron permission to show a mutually agreed demo on StrikeIron's website and for pre-sales demonstrations.

10.10 Export Control. Regardless of any disclosure made to StrikeIron of an ultimate destination or use of the StrikeIron Web Site, StrikeIron Data Delivery Platform, StrikeIron Web Services, or Web Service Data, Customer warrants that Customer will not export or re-export, directly or indirectly, any such items without first obtaining any and all necessary licenses and approvals from the U.S. Department of Commerce, or any other agency or department of the U.S. Government, or any foreign government, as required by applicable laws and regulations. By accessing the StrikeIron Web Site, StrikeIron Data Delivery Platform, or StrikeIron Web Services, Customer is warranting that Customer is not located in, under the control of, or a national or resident of any country specifically designated by applicable export laws or regulations, and that Customer does not appear on any list of prohibited persons or entities under such laws and regulations.

10.11 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The failure to enforce or waiver of any party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

10.12 Construction. The headings of sections in this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”

10.13 Entire Agreement. This Agreement sets forth the complete, exclusive and final statement of the agreement among the parties with respect to the subject matter hereof. This Agreement supersedes and replaces any and all prior agreements among the parties regarding such subject matter.

Exhibit A: Billing Terms

All prices are in U.S. dollars and all payments must be remitted in U.S. dollars. If remittance is paid by wire transfer, Customer agrees to pay all wire transfer fees in addition to the purchase price.

Subscription Terms

Subscription Types

There are two ways to purchase: monthly subscription and annual subscription. Depending on the product/service purchased, either one or more types may be available.

Customer will be charged in accordance with the Subscription Terms below.

Monthly Subscriptions:

Prorated: At the time of purchase, Customer’s credit card will be charged for a pro-rated amount for the current month’s service, plus one month in advance. Customer’s hit count is also prorated and Customer is granted the appropriate number of hits for the partial month, plus one full month’s hits. Thereafter, Customer’s anniversary date will be set to the first day of the month and Customer’s credit card will be charged on, the first day of every month for the full month’s rate.

Not prorated: At the time of purchase, Customer’s credit card will be charged for one full month’s service and your hit count is set to the total number of hits purchased. Customer’s anniversary date is set to the first day of the very next month. Customer’s credit card is charged again, and your hit count is reset. On the first of every month, thereafter, Customer’s credit card is charged, and hit count is reset.

Annual Subscriptions:

At the time of purchase, Customer’s credit card will be charged for one year’s rate with an anniversary date set to the first day of the first month following the purchase date. For example, if Customer makes a purchase on September 15, 2011, you will be billed on that date for a one-year subscription. Your anniversary date will be May 1 of every year, and your first renewal date will be on October 1, 2011.

Overage:

If Customer’s Usage exceeds the amount specified in the subscription, Customer will be billed the overage rate for each transaction in excess of the subscription amount in the month following the overage usage.

Maintenance and Support:

Monthly and Annual subscriptions include upgrades and up to two (2) support instances per year via telephone or email during StrikeIron’s normal business hours.

General:

Your subscription will be renewed automatically until you notify StrikeIron of your intent to cancel. Your notification must be received at 14 days prior to the next renewal date for monthly subscriptions and at least 30 days prior to the next renewal date for annual subscriptions, otherwise you will be charged for the next subscription period for your subscription type (month or year). To cancel a subscription, please send an email to billing@strikeiron.com.

-Monthly and annual subscriptions will be validated electronically over the Internet.

-Rate increases may occur on the renewal date of your subscription.

-Billing Terms are subject to change without notice.

-For any questions, please contact StrikeIron at +1.919.467.4545 ext. 1100 or at billing@strikeiron.com.

Refund Policy

The following Refund Policy applies to all paid StrikeIron Subscription Products and Services.

Subscription Fees will not be refunded if the subscription has been canceled due to a violation of any StrikeIron Product or Service Usage Agreement.

VOLUNTARY TERMINATION POLICY

Monthly and annual subscriptions are non-refundable for customers terminating their service or product purchase on a voluntary basis.

INVOLUNTARY TERMINATION POLICY

Should the service or product purchased become permanently unavailable prior to your subscription renewal date, StrikeIron will refund you for the pro-rated amount based on the lesser of either the number of hits remaining or the number of days/months remaining before your subscription renewal date.

Modification

StrikeIron reserves the right to revise the terms of this Refund Policy. Any changes made will apply to all subscriptions purchased or renewed after the date such change was implemented.

WS–USAGE–V4

Updated 10/19/2011