Master Service Agreement

This Master Service Agreement (“MSA”), which includes any Statements of Work (“SOWs”, which are further defined below) executed pursuant to this MSA and any and all other associated or incorporated documents, governs all uses of the products and services offered by RoundTable Technology, Inc., a Texas corporation (“RTT”). The client identified in the associated SOWs (“Client” or “you”) and RTT are the only parties to this MSA.

This MSA is effective between Client and RTT as of the date Client accepts and last signed a SOW (the “Effective Date”).

1. Definitions.

“Affiliate” means any Party's Personnel (as hereinafter defined), managers, officers, directors, owners, representatives, or agents (but excludes the other Party).

“Business Hours” General Business Hours of Operation are Monday through Friday from 8 AM through 5 PM dependent on time zone of RoundTable Office Location.

“Client Data” means electronic data and information submitted to the Service by or for (a) Client or (b) any User.

“Documentation” means the manuals, documents, instructions and other materials that RTT may create uniquely for Client that provide instructions for using the Service.

“Device(s)” means any Workstation (PC or MAC), Server (Physical AND Virtual), and Networked Product that requires monitoring and administration (Firewall, Switch, Access Point and UPS)

"Emergency Incident" means an incident that has a critical business impact involving a complete work stoppage for more than 1 person, entire department or business and has no procedural work around.

"Engagement" refers to consulting services provided by our Strategic Services team, which includes but is not limited to guidance, instruction, training, coordination, management and advice. Engagements are not projects and do not involve any adds, moves or changes to any infrastructure, system or application.

"Incident" means an unplanned interruption to a service or reduction in the quality of the service and results in a reaction from RTT Technical Delivery Teams. It is a single event, issue or request that can be communicated via automated alerts, email, chat, phone call, or in-person. This is often referred to as a Support Ticket.

“Intellectual Property” means copyrights, patents, trademarks, trade secrets, and trade dress.

“Onsite Business Hours” of Operation are 8 AM to 5 PM (EST, CST or PST) dependent on onsite region.

“Party” means a signatory party to this MSA.

A Party’s “Personnel” means its employees and independent contractors.

“Project” means an Add, Move or Change to existing infrastructure, systems, or applications.

“Remote Phone Support Business Hours” of Operation are Monday through Friday 7 AM to 8 PM EST / 6 AM to 7 PM CST.

“RTT Marks” means any and all trademarks, service marks, logos or other branding owned or controlled by RTT and relating to the Service. “RTT Marks” does not include any Intellectual Property of any third party.

“RTT Content” means informational and educational blog posts, articles, email messages and other creative content subject to the protection of the United States copyright laws that is created by RTT and made available to Client and Users through the Service.

The “Service” or “Services” have the meaning set forth in Section 2.

“SOW” means a Statement of Work that has been signed by both Parties and that describes particular services that RTT will render to Client and related pricing, timeframes, and other terms and conditions applicable to those services. Each SOW will be deemed to incorporate the terms of this MSA, whether or not the SOW so states, unless the SOW expressly excludes the applicability of this MSA.

“Systems” means business owned hardware, software or other business systems that Client or Users control. Home networks are not included.

“Third Party Products” has the meaning set forth in Section 2.

“Third-Party Software” has the meaning set forth in Section 2.

“User” means an individual who is authorized by Client to use the Service, for whom Client has purchased a subscription, and to whom Client (or, when applicable, RTT at Client’s request) has supplied a user identification and password.

2. The Service and Third-Party Products. In general, RTT offers its clients services and products manufactured by third parties that include:

2.1 Services and content provided by RTT Personnel via telephone, email, in person and through other means (such services and content collectively, “Services”), which include RTT Content and may include the creation of Documentation, in addition to those items set forth in the SOW; and

2.2 Software products made available by third-party developers and licensors and offered to Client by RTT as a reseller (“Third-Party Software”).

2.3 Hardware products made available by third-party manufacturers and offered to Client by RTT as a reseller (“Third Party Hardware”).

Each SOW will set forth the particular RTT Services and/or Third-Party Software and/or Third-Party Hardware that RTT will provide Client in connection with that SOW (Third-Party Software and Third-Party Hardware collectively may be called “Third-Party Products”). Depending on the particular Services that Client has selected and RTT has agreed to provide, the Services may include, in addition to on-going services, the purchase on Client’s behalf, or the installation or integration, of Third-Party Products, and Client or its Users may be required to install Third-Party Software on their Systems.

3. RTT’s Responsibilities. During the Term (as defined in Section 6.1), RTT will: (a) provide the Services in a professional and workmanlike manner and (b) assist Client and Users in using and accessing Third-Party Software in the manner this MSA expressly sets forth and that any SOW requires. RTT may use independent contractors in performing the Service. RTT will have sole and full responsibility for the actions and omissions of any and all Personnel it employs or contracts in connection with this MSA. Except as otherwise expressly provided in the SOW, RTT will not provide training, onboarding or other customer or training services to Client, Users or any third party.

3.1 Harassment, Discrimination, and Bullying. RoundTable Technology strictly prohibits discrimination, harassment, and bullying in any form (verbal, physical, and/or visual). Any harassment or bullying incidents involving anyone at RoundTable Technology, or anyone connected to RoundTable Technology (such as a partner or vendor), shall be reported immediately to allow RoundTable Technology to take appropriate action.

Such behavior violates RoundTable's Standards of Conduct, which clearly state that all employees, contractors and clients will be treated with dignity and respect. Should either Party be found to have engaged in any discrimination, harassment, or bullying of the other Party's personnel, either Party may terminate this MSA and subsequently any Statement of Works governed by the MSA immediately by written notice.

4. Intellectual Property.

4.1 Third-Party Software. To the extent the Service includes the resale, installation or integration of Third-Party Software, Client or its Users may be required to install or assist in the installation of Third-Party Software on their Systems. Clients’ and Users’ use of the Third-Party Software will be pursuant to the Third-Party Software developers’ or licensors’ own license and usage agreements. RTT is not a designer, developer or manufacturer of any Third-Party Software but merely obtains or resells licensed rights to Third-Party Software. Accordingly, Client stipulates that RTT is not and will not be responsible or liable for any deficiency, defect, vulnerability or failure of any Third-Party Software. To the extent legally and contractually possible under its contracts with the providers or of Third-Party Software, RTT assigns to Client any and all warranties provided by the developer or manufacturer of any Third-Party Software for which RTT acts as a reseller to Client without recourse.

4.2 Third-Party Hardware. To the extent the Service includes the installation or integration of Third-Party Hardware, Client or its Users may be required to install or participate in the installation of Third-Party Hardware on their Systems. Clients’ and Users’ use of the Third-Party Hardware will be pursuant to the Third-Party Hardware manufacturers’ or developers’ installation, operation and usage agreements and requirements. RTT is not a designer or manufacturer of any Third-Party Hardware but merely acquires Third-Party Hardware or resells it to Clients from time to time. Accordingly, Client stipulates that RTT is not and will not be responsible or liable for any deficiency, defect, vulnerability or failure of any Third-Party Hardware. To the extent legally and contractually possible under its contracts with the manufacturers or distributors of Third-Party Hardware, RTT assigns to Client any and all warranties provided by the manufacturer of any Third-Party Hardware for which RTT acts as a reseller to Client without recourse.

4.3 RTT Content and RTT Marks. Subject to this MSA and conditioned on Client’s compliance with it (including without limitation all payment requirements), RTT hereby grants Client and each User a non-exclusive, limited, non-transferable license to use the RTT Content and any RTT Marks accompanying the RTT Content, only for the Permitted Use (as defined in Section 4.5 below) during the Term. The license in this section extends to any and all of Client’s subsidiaries, parent and sister companies and all employees of each, to the extent that each has agreed in writing to be bound by this MSA. Notwithstanding any other provision of this Agreement to the contrary, the license rights granted in this Section 4.3, as well as the definition of and limitations and exclusions on “Permitted Use” under Section 4.5 below, are governed by the laws of the State of Texas and, to the extent applicable, of the United States, regardless of whether any User is located in any other jurisdiction. Neither Client nor any User may attempt to cause or seek an interpretation of this Section 4.3, of Section 4.5, or of any other provision of this Agreement that would cause any expansion, augmentation, or term extension of such license or “Permitted Use” in reliance on any use of or reference to any law, regulation or rule of any non-U.S. jurisdiction. Client shall be responsible and liable for all actions or omissions of Users that cause any breach of this Agreement.

4.4 Documentation. To the extent that RTT creates Documentation during the Term, (a) RTT will create the Documentation as work made for hire as defined in Section 101 of the Copyright Act of 1976 and (b) if the Documentation does not qualify as, or otherwise fails to be, work made for hire, then RTT hereby assigns, transfers, and otherwise conveys to Client, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Documentation, subject to: (i) RTT’s non-exclusive, perpetual and irrevocable license to use, modify, access and transmit it as reasonably necessary to provide the Services; and (ii) RTT’s ownership of and right to duplicate and use as RTT sees fit any portion of the Documentation that has been previously created by or for RTT for any purpose other than providing Services to Client.

4.5 Permitted Use. The “Permitted Use” means (a) copying, performing, displaying, modifying, distributing and transmitting the RTT Content solely to the extent necessary for Client and Users to display RTT Content to all Users (b) using and displaying the RTT Marks in the manner dictated by the Service. The Permitted Use includes the right and license to print physical copies of RTT Content for use solely by Client and Users. The Permitted Use excludes the conduct set forth in section 5.2 below (“Usage Restrictions”).

4.6 Ownership. All right, title, and interest in the Intellectual Property embodied in the Service, the RTT Content and the RTT Marks will belong solely and exclusively to RTT or to the Third-Party Sevice that owns or licenses such Intellectual Property. Client and Users will have no rights in the Service or any RTT Content except as this MSA expressly grants.

5. Client’s Responsibilities and Use of the Service.

5.1 Client’s Compliance with this MSA. During the Term, Client will (a) ensure that all Users use the Service consistent with this MSA and with applicable laws; (b) be responsible for the accuracy, quality and legality of Client Data, the means by which Client acquired Client Data and the use of the Service by Client and all Users; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify RTT promptly of any such unauthorized access or use; and (d) comply with any terms of service or similar agreements used by any Third-Party Software that Client or Users may use in connection with the Service.

5.2 Usage Restrictions. Client will not do or attempt to do or allow any third party to do or attempt to do, and will ensure that its Users do not do or attempt to do, any of the following: (a) sell, resell, license, sublicense, distribute, rent or lease any part of the Service or any RTT Content or RTT Marks, or disclose any of them to any third parties without RTT’s written permission and any compensation required by RTT; (b) use the Service or any Third-Party Products to store, use or transmit material in violation of third-party privacy or Intellectual Property rights or applicable law; or (c) remove, alter, cover over, obfuscate or modify any attributions, proprietary marks or notices that RTT may include in the Services or RTT Content; or (d) reverse engineer, decompile, disassemble, modify, or attempt to reconstruct, identify, or discover any RTT Content or Third- Party Software, or its source code, or any underlying ideas or techniques of any RTT Content or Third-Party Software or its source code (except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation); (e) otherwise use any Third- Party Software, RTT Content, or any Documentation except in accordance with the pertinent SOW for specific Services.

Any use of the Service in breach of this MSA by Client or Users that in RTT’s sole discretion threatens the security, availability or functioning of the Service may result in RTT’s immediate suspension of the Service (in which case, however, RTT will use commercially reasonable efforts to provide Client with notice and an opportunity to remedy such violation or threat prior to such suspension).

5.3 Subscriptions. The Service is purchased as a subscription. Depending on the extent to which Client and Users actually choose to use the Service during the Term, Client’s and Users’ actual use of the Service may not make full use of all aspects of the Service in a particular month.

5.4 Control over Content. Except to the extent that an SOW otherwise expressly provides (a) RTT is not obligated to exercise any control over, censoring of or blocking the content of any information passing through any of Client’s Systems; and (b) Client is solely responsible for exercising any desired or lawfully required control over such content.

5.5 Client Responsibility for All Users’ Actions. Client shall be solely responsible and liable for all Users’ actions, including, without limitation, for any action or inaction by any User that would constitute a breach of this Agreement if committed by Client directly.

6. Term and Termination.

6.1 The MSA’s “Initial Term” begins on the MSA Effective Date and terminates twelve months later unless terminated earlier or extended as provided herein. The MSA will automatically renew for successive one-year periods (“Renewal Terms”) after the Initial Term’s end for as long as a current Statement of Work (SOW) is in effect, unless either Party gives the other Party written notice of non-renewal at least 90 calendar days before the end of the Initial Term or Renewal Term then in effect, in which case the Term or Renewal Term, as applicable, will terminate at the end of the then-current Initial Term or Renewal Term. The MSA’s “Term” is the Initial Term and all Renewal Terms together provided, however, that the Term shall never end earlier than 30 days after the termination of the last outstanding SOW to remain in effect between the Parties in accordance with the terms of that SOW.

6.2 Either Party may terminate this MSA and associated SOWs by written notice to the other Party immediately if the other Party (a) has failed to cure any material breach of this MSA (other than a breach by Client of a payment obligation, which is addressed in Sections 6.4 and 8 below) within 30 days after receiving written notice of same from the first Party, or (b) becomes insolvent, is liquidated or dissolved or if any proceedings are commenced by, for or against the other party under any bankruptcy, insolvency, reorganization of debts or debtors relief law or similar law.

6.3 Either Party also may terminate this MSA and associated SOWs immediately upon learning of any breach of Section 16.15 of this MSA by Party acting directly or through any person or entity working for or in concert with the Party, as any such breach shall be considered a non-curable breach.

6.4 RTT may also terminate this MSA immediately by written notice, if Client has failed to make full payment for an invoice sent pursuant to this MSA for 30 or more days since receiving the invoice.

6.5 Termination of this MSA will contemporaneously terminate all associated SOWs and all licenses that it grants.

7. Change Requests & Plan Change Notices.

7.1 At any time during the Term, Client may make a written request to RTT (a “Change Request”) for modifications to any SOW then in effect. Within 10 business days, RTT will respond to any Change Request by providing a new proposed SOW, which may include new fee provisions or other new terms. The new SOW will take effect and modify the original SOW if and when executed by both Parties.

7.2 At any time during the Term, RTT may provide Client with a written notice of changes to pricing (outside of Per User or Device Base Fee Count Changes) or other terms of any SOW (a “Plan Change Notice”). A Plan Change Notice will specify a date at least 30 days in the future on which the changes will be effective (the “Plan Change Date”).

8. Fees and Payment. Client will pay RTT the Fees specified in each SOW; however, notwithstanding any fee or payment provision in any SOW to the contrary: (a) RTT shall have the right to suspend the provision of Services temporarily or to terminate the subject SOW, with or without terminating this Agreement, if and whenever Client (i) fails to pay to RTT any monthly fee in advance by 3 business days after its due date or (ii) fails to pay RTT any other amount due under this MSA or an SOW within 30 days of its due date; and (b) if the advance fee payment that is not timely paid by Client is the first such payment under the SOW, then RTT shall have no obligation to commence the provision of any Services under that SOW until that advance fee is paid. Each Party will be responsible for its own taxes properly levied on it by virtue of its undertakings hereunder.

9. Representations and Warranties.

9.1 Each Party represents to the other that it has the right, power and authority to enter into and perform its obligations under this MSA and that such Party is not bound by any other agreement, commitment, court order or agency order that would conflict with or preclude that Party’s execution of and performance of its obligations under this MSA.

9.2 RTT represents and warrants that at all times during the Term, it will have in effect general commercial liability insurance and errors and omissions coverage in an amount of at least $1 million per occurrence and will provide Client with a certificate of insurance upon request. Client represents and warrants that at all times during the Term, it will have in effect appropriate types and levels of insurance covering Client and all Users for losses, damages or expenses arising out of and relating to this MSA and the Service, including without limitation contractual liability and indemnity coverage with single occurrence limit of at least $1 million. Client will provide RTT with a certificate of insurance upon request.

10. Confidentiality.

10.1 Subject to Subsection 10.2 below, this Subsection 10.1 applies to any Confidential Information received by a party (the “Recipient”) from the other party (the “Discloser”) in connection with this MSA. A Recipient will use such Confidential Information solely to perform its duties under this MSA and will disclose it only to the Recipient’s Personnel who are bound by obligations of confidentiality at least as strict as those contained in this MSA. “Confidential Information” means information designated by the Discloser as “confidential” or “proprietary” or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. Confidential Information includes, without limitation, information relating to the business, operations, ideas, inventions, strategies and finances of a Party or its customers. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the Recipient; (ii) is in the Recipient’s possession before receipt from the Discloser; (iii) is acquired by the Recipient from a third party without breach of a confidentiality obligation; or (iv) is independently developed by Recipient without reference to the Discloser’s Confidential Information. Money damages likely will not be an adequate remedy if this section is breached and, therefore, either Party may, in addition to any other remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.

10.2 This Subsection 10.2 shall apply to any Protected Personal Information (as defined in paragraph 10.2(A) below). In the event of any conflict between this Subsection 10.2 and Subsection 10.1 above with respect to Protected Personal Information, this Subsection 10.2 shall control.

A. Any Confidential Information from or provided or disclosed by Client that is accessed, received, maintained, processed, or used by RTT in connection with the Services being rendered by RTT, in whatever form, including but not limited to paper, electronic or oral, that is personally identifiable information about Client employees, dependents of such employees, and other individuals (other than RTT Personnel), including but not limited to any personally identifiable health or financial information, is hereinafter called “Protected Personal Information”.

B. All Protected Personal Information shall remain the sole and exclusive property of Client.

C. As used herein, Protected Personal Information (hereinafter also called “PPI”) does not include information that: (i) was publicly known through no unlawful act of RTT, or otherwise known to RTT without an obligation of confidentiality at the time of disclosure, (ii) subsequently becomes publicly known through no unlawful act or omission of RTT, (iii) was rightfully received from a third party without an obligation of confidentiality, or (iv) was independently developed by RTT without the use of the PPI.

D. RTT shall maintain any PPI in confidence to be used solely for purposes of or in connection with RTT’s rendition of Services. In addition, to the extent RTT creates or receives PPI from Client, or on Client’s behalf, RTT shall collect, maintain, process, handle, use, disclose and destroy all such PPI in compliance with all applicable data privacy and protection laws including, without limitation, any data breach notification and reasonable safeguard requirements. RTT shall maintain a comprehensive data privacy and security program, which shall include reasonable administrative, physical, technical and organizational measures intended to safeguard PPI against unauthorized access, possession, use, processing, disclosure, destruction, loss, alteration or theft. Such safeguards shall include, without limitation, all of the following:

- - A high-level member of management with responsibility for establishing procedures for safeguarding PPI;
  - Periodic risk assessments (no less frequently than annually) for appropriateness of safeguards and to make appropriate modifications;
  - Information systems authentication and access controls;
  - Data breach response protocols;

- - Securing physical facilities, data centers, servers, back-up systems and computing equipment, including, but not limited to, encryption and password protection for all mobile devices and other equipment with information storage capability to the extent technically feasible;
  - Disaster recovery and business continuity protocols;
  - Securing all paper files; and
  - Conducting and documenting training for all RTT Personnel who will have access to PPI.

E. RTT shall use its best efforts to ensure that, except as required by law, PPI will be accessed by, used by, or disclosed only to RTT’s Personnel to perform the Services, and that any time RTT desires to make PPI available to any third party it must seek and obtain Client’s written approval, which shall not be unreasonably denied or delayed, and such third party must agree in writing to the same protections, conditions and limitations with respect to PPI contained in this Subsection 10.2.

F. if and to the extent that RTT is or becomes subject to 12 CFR 681, RTT agrees to take such action as is necessary to comply with the requirements of the Red Flag Rules (12 CFR 681) and represents that its activities will be conducted in accordance with reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft.

G. RTT agrees to report to Client all unauthorized access, use, processing, modification, destruction or disclosure of PPI known (or that reasonably should be known) to RTT, whether or not harm is likely to result from the unauthorized access, use, processing, modification, destruction or disclosure. RTT shall make such report promptly, but not later than three (3) business days after becoming aware of the unauthorized access, use, processing, modification, destruction or disclosure. Notwithstanding any provision in this MSA to the contrary, to the extent any breach of PPI, including unauthorized third party acquisition of or access to PPI, is caused by a breach of RTT’s obligations under this MSA, RTT shall bear the reasonable and necessary costs incurred by Client to comply with its legal obligations relating to such breach under the applicable breach notification laws, which shall include the following costs reasonably incurred in responding to such breach: (1) investigating the source and scope of the breach, including by retaining third-party experts, (2) preparing and distributing notifications to affected individuals, (3) providing notice to government agencies, credit bureaus, and/or other required entities, (4) providing affected individuals with credit monitoring services for a specific period not to exceed twelve (12) months, or longer if required by law, (5) call center support for such affected individuals for a specific period not to exceed thirty (30) days from the date the breach notification is sent to such affected individuals, and (6) any other measures required under applicable law.

H. Upon termination of this MSA for any reason, and unless it would be infeasible to do so, RTT shall return to Client all PPI in RTT’s possession. This provision shall apply to PPI that is in the possession of RTT Personnel. Except as otherwise agreed by the Parties, RTT shall not retain any copies of PPI; provided, however, that in the event of any dispute threatened, pending or apparently possible between the Parties or between RTT or Client and a third party related in any way to any part of the PPI, RTT may keep one copy of the PPI to share with its attorney and to use and reference as evidence relevant to and in the dispute.

11. Return of Materials. Promptly after termination of this MSA, RTT will deliver to Client all records, notes, data, memoranda, models, information, software and equipment of any nature that are in RTT's possession or under RTT's control and that are Client’s property. RTT will cooperate fully with Client to transfer all software, information, and data that is not owned by RTT and is owned by Client to another server owned by Client or by its agent.

12. DISCLAIMERS OF WARRANTIES

ANY WARRANTIES IN OR RELATING TO THIRD-PARTY PRODUCTS ARE ONLY THOSE WARRANTIES, IF ANY, THAT MAY BE OFFERED BY THE THIRD-PARTY PRODUCT’S MANUFACTURER (IF THIRD-PARTY HARDWARE) OR LICENSOR (IF THIRD-PARTY SOFTWARE). RTT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, TO CLIENT, TO USERS OR TO ANY THIRD PARTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY THIRD-PARTY PRODUCTS AND REGARDING ANY PART OF THE SERVICES. THE WARRANTIES THAT ARE DISCLAIMED INCLUDE WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. FURTHER, RTT EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE, THAT CLIENT OR USER SYSTEMS WILL BE PROTECTED FROM ANY OR EVERY FORM OF CYBER ATTACK, OR OF SEAMLESS SYSTEMS INTEGRATION. RTT CANNOT CONTROL THE BEHAVIOR AND ACTIONS OF CLIENT OR USERS, EITHER OF WHICH COULD PERMIT OR CAUSE CYBERCRIMES AGAINST CLIENT, USERS AND CLIENT OR USER SYSTEMS.

CLIENT ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF RTT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

WHILE SOME COMPONENTS OF THE SERVICE FROM TIME TO TIME MAY REFER TO LEGAL OBLIGATIONS, RTT DOES NOT ENGAGE IN THE PRACTICE OF LAW IN PROVIDING THE SERVICE OR ANY OTHER ADVICE OR SERVICE TO CLIENT OR USERS.

13. LIMITATIONS OF LIABILITY; CLIENT’S UNDERSTANDINGS.

THE LIMITATIONS OF EACH PARTY'S LIABILITY RELATED TO OR ARISING OUT OF THIS MSA OR ANY INTERACTIONS BETWEEN THE PARTIES CONTAINED IN THE FOLLOWING SUBSECTIONS OF THIS SECTION 13 SHALL APPLY AND CONTROL NOTWITHSTANDING ANY OTHER PROVISION OF THIS MSA TO THE CONTRARY AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

A. SUBJECT ONLY TO SUBSECTION 13.C AND SECTION 14 BELOW:, (i) NEITHER PARTY NOR ANY OF ITS AFFILIATES WILL BE LIABLE TO THE OTHER PARTY OR TO ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS MSA OR EITHER PARTY’S INTERACTIONS OR TRANSACTIONS WITH THE OTHER PARTY, AND (ii) THE AGGREGATE AMOUNT OF THE TOTAL LIABILITY OF EACH PARTY AND ITS AFFILIATES FOR ANY AND ALL CLAIMS AND CAUSES OF ACTION RELATING TO OR ARISING OUT OF THIS MSA OR ANY INTERACTIONS OR TRANSACTIONS BY EITHER PARTY OR ITS AFFILIATES WITH THE OTHER PARTY OR ITS AFFILIATES WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO RTT DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE COMMENCEMENT OF THE ACTIONS OR EVENTS GIVING RISE TO A PARTY’S CLAIM AGAINST THE OTHER (AS TO CLIENT’S LIABILITY, SUCH AMOUNT IS IN ADDITION TO PAYMENT OF THE REFERENCED THREE MONTHS OF FEES).

B. THE LIABILITY LIMITATIONS IN SUBSECTION 13.A SHALL APPLY TO ANY AND ALL LOSSES OR DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, STATUTE, OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY AND ALL LOSSES OR DAMAGES ARISING OUT OF OR RESULTING FROM LOSS OF ACCESS OR USE OF ANY SOFTWARE, PROGRAM OR PLATFORM; LOSS OF SERVICE; ANY MISTAKES, OMISSIONS, INTERRUPTIONS OF SERVICE; DELETIONS FROM OR CORRUPTION OF FILES, DIRECTORIES OR DATA; DELAYS IN OPERATION, ACCESS OR TRANSMISSION; OR ANY FAILURE OF PERFORMANCE OR SERVICE), REGARDLESS OF THE PERSON BRINGING THE CLAIM, AND REGARDLESS OF WHETHER THE LIABLE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

C. THE SOLE EXCEPTION TO THE LIABILITY LIMITATIONS IN SUBSECTIONS 13.A AND 13.B ABOVE SHALL BE FOR LOSSES OR DAMAGES CAUSED FORESEEABLY AND DIRECTLY BY THE LIABLE PARTY’S INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF SUBSECTION 10.1 OR 10.2 ABOVE, AND A PARTY’S INDEMNIFICATION LIABILITY UNDER SECTION 14 BELOW (THE FOREGOING BASES FOR LOSS AND DAMAGE CLAIMS ARE COLLECTIVELY CALLED THE “EXCEPTION DAMAGE CLAIMS”). FOR ANY AND ALL EXCEPTION DAMAGE CLAIMS, THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES COLLECTIVELY (IF ANY AFFILIATES HAVE ANY LIABILITY NOTWITHSTANDING SUBSECTION 13.E BELOW) MAY NOT EXCEED THE LESSER OF THE AMOUNT OF INSURANCE COVERAGE AVAILABLE UNDER THAT PARTY’S THEN-EXISTING INSURANCE POLICY OR POLICIES OR $1 MILLION.

D. THE ALLEGED OR ACTUAL EXISTENCE OF MORE THAN ONE CLAIM OR CAUSE OF ACTION SHALL NOT ENLARGE THE AGGREGATE LIABILITY LIMITS PROVIDED IN THE SUBSECTIONS OF THIS SECTION 13.

E. IN THE EVENT THAT CLIENT BELIEVES THAT IT HAS ANY CLAIM OR CAUSE OF ACTION AGAINST RTT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR STATUTORY LAW, CLIENT SHALL BE LIMITED TO ASSERTING THEM AGAINST RTT ONLY AND MAY NOT SEEK TO HOLD RTT’S AFFILIATES LIABLE FOR SUCH CLAIM OR CAUSE OF ACTION, EXCEPT IN THE CASE OF AN AFFILIATE’S INTENTIONAL MISCONDUCT DIRECTED AGAINST CLIENT.

F. CLIENT’S AGREEMENT TO THIS MSA CONFIRMS THAT CLIENT HAS READ IT, FULLY UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO DISCUSS IT WITH LEGAL COUNSEL OF CLIENT’S CHOICE, UNDERSTANDS THAT THROUGH IT CLIENT IS GIVING UP SUBSTANTIAL RIGHTS, AND INTENDS TO COMPLETELY AND UNCONDITIONALLY RELEASE RTT FROM LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.

14. Indemnifications.

A. RTT will indemnify, defend and hold harmless (collectively “indemnify” or “indemnification”) Client and Client’s Affiliates, licensors and suppliers (“Client Indemnitees”) from and against any third party claims, demands, actions and proceedings, and any resulting liabilities, damages, costs and expenses (including reasonable legal fees and expenses), brought by any third party against any Client Indemnitees, alleging that: (I) the Services infringe any patent, trademark or copyright of such third party, or (II) RTT caused the release or dissemination of PPI to any other third party in violation of Section 10 hereinabove. Such indemnification, however, excludes any such claims that arise or result from (1) any use of the Services by Client or User or any other party that violates this MSA; and/or (2) the combination, operation, or use of the Services in connection with a Third-Party Product or third-party service (the combination of which causes the claimed infringement), and/or (3) any action or omission by Client or any Client Personnel that is the primary cause of such release or dissemination This indemnification and hold harmless provision will apply to any claim that fits within the descriptions of the foregoing clause (I) or (II) brought against Client by the third party during the Term only, and only of the claim is not excluded from indemnification under any of the foregoing clauses (1), (2), or (3).

B. Client will promptly notify RTT in writing of any action, threat of suit or claim for arbitration that Client receives that may qualify for the indemnification provided in subsection 14.A. In such a case, the Parties will confer in good faith regarding the appropriate course of conduct, and RTT will have sole discretion regarding the disposition and any settlement of the matter.

C. RTT will not indemnify, defend or hold harmless any Client Indemnitee from any claims, demands, actions or proceedings, or any resulting liabilities, damages, costs or expenses, relating to or arising from any Third-Party Products.

D. Client shall indemnify, defend, and hold RTT and RTT’s Affiliates, licensors and suppliers (each an “RTT Indemnitee” and collectively the “RTT Indemnitees”) harmless from third party claims, demands, actions and proceedings, and any resulting liabilities, damages, costs and expenses (including reasonable legal fees and expenses), brought by any third party against any RTT Indemnitees that arise from or relate to (i) Client’s use, uploading, storage or transmission of any data, information or application that the third-party claims infringes on its intellectual property rights or (ii) Client’s use, uploading, storage or transmission of any data, information or application that constitutes malware, spyware, or malicious code (other than RTT Content), unless such use, uploading, storage, or transmission results directly and only from RTT’s failure to provide specific Services that it explicitly agreed to provide in the applicable SOW and such failure was not the result of or in response to Client’s failure to timely pay any amount due under the SOW or otherwise under this MSA; or (iii) Client’s breach of Subsection 10.1 above.

E. RTT will promptly notify Client in writing of any action, threat of suit or claim for arbitration that RTT receives that may qualify for the indemnification provided in subsection 14.D above. Client then shall defend RTT from such action, threat or claim at Client’s cost using experienced and competent legal counsel reasonably acceptable to RTT. Client may direct the pursuit of the defense in consultation with RTT (unless RTT decides to take over the defense at its own cost), but Client may not settle any claims, causes of action, suit or liability on behalf of RTT without RTT’s express prior written consent to the terms of the settlement.

15. Client’s System Requirements. Some Third-Party Products and/or various specific components thereof may require that Client or Users use particular hardware, operating systems, browsers or other software, or particular versions or generations of software (“System Requirements”), in order to function correctly. To the extent the Service has System Requirements, they will be indicated in the attached SOW.

16. General.

16.1 Nature of Relationship. Each Party will act as an independent contractor with respect to this MSA, and employees of one Party will not be considered to be employees of the other Party. This MSA creates no agency, partnership, joint venture, other joint relationship or fiduciary relationship. Neither Party is an agent of the other, and neither Party may make any commitments binding on the other Party. Neither Party may make any representation that it is an agent or representative of or acting for, or on behalf of, the other Party. RTT is not an insurer and will not act as an insurer with respect to Client, its Users or any other person.

16.2 Third-Party Beneficiaries. There are no third-party beneficiaries under this MSA.

16.3 Assignment. Client may not assign or transfer any of its obligations, licenses or rights under this MSA without RTT’s prior written consent. RTT may assign this MSA without Client’s consent but (a) shall give at least 15 days’ advance written notice to Client of any assignment of this MSA specifying the name and address of the assignee and of the reason for the assignment; and (b) the assignee must be an entity that provides IT services as its main line of business.

16.4 Force Majeure. Neither Party will be liable for failure to perform any obligation or delay in performance resulting from any cause beyond that Party’s reasonable control (hereinafter called a “Force Majeure Condition”). A Force Majeure Condition includes without limitation any failure, downtime or deficient service on the Party of a provider of Third-Party Software, an act of God, act of civil or military authority, act of war or terrorism, act (including delay, failure to act, or priority) of any governmental authority, power outages, civil disturbance, insurrection or riot, sabotage, fire, severe weather conditions, earthquake, flood, strike, work stoppage or other labor difficulty, embargo, delay in transportation or embargoes, or health pandemic. Notwithstanding the foregoing two sentences, a delay or failure to pay any fees due to RTT under this MSA or any SOW may not be excused by a Force Majeure Condition for more than three business days, unless the Force Majeure Condition is the inaccessibility, failure or destruction of the U.S. banking system.

16.5 Terms Binding on Successors. Subject to Section 16.3 above, this MSA will bind and inure to the benefit of the Parties and their respective heirs, administrators, successors, and assigns.

16.6 Severability. If any provision of this MSA is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this MSA will otherwise remain in full force and effect and enforceable.

16.7 Waiver. No waiver of any breach of any provision of this MSA will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.

16.8 Entire Agreement; No Reliance on Oral Representations or Warranties. This MSA is the entire understanding of the parties and supersedes all prior agreements between them concerning its subject matter. Any amendment of this MSA must be (a) in writing and expressly state that it is amending this MSA and signed by both Parties or (b) made as Section 7 provides. No emails, letters or conversations may be used by either Party to claim an amendment to this MSA, as this MSA may be amended only as provided in the preceding sentence. Neither Party has relied on any oral representations, warranties, promises, covenants, commitments, assurances or agreements in entering into this Agreement, and each Party has relied only on the terms of this Agreement in deciding to sign it and be bound by it.

16.9 Governing Law. The laws of the State of Texas, except for conflict of law rules that might make another jurisdiction’s laws govern, will apply to any dispute related to or arising out of the Service, any SOW or this MSA.

16.10 Duties to Law Enforcement. Each Party’s obligations in this MSA are subject to any legal obligations that such Party may have under the law of any jurisdiction to (a) notify law enforcement officials of any data breaches, hacking attempts, or other cybersecurity incidents (concerning a Party or any third party) of which the Party may become aware during the Term or (b) follow guidance from law enforcement in response to such notifications; or (c) respond to any law enforcement agency’s or grand jury’s subpoena or to any investigative inquiry by any government agency with jurisdiction over the subject matter of the investigative inquiry or over the responding Party.

16.11 Dispute Resolution. The Parties will attempt to settle any dispute or claim by either of them relating to this MSA or the subject SOW by good-faith consultation for a period of at least 30 days before either Party files any lawsuit (unless the basis of the dispute is any action or event that reasonably requires a Party to seek emergency injunctive relief against the other Party). If such consultation yields no satisfactory resolution of the dispute or claim, then either party may file suit in a court of appropriate jurisdiction. Jurisdiction and venue for any dispute or litigation shall lie exclusively in the state and federal courts located in Dallas County or Denton County, Texas. In the case of any litigation, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs, including without limitation expert witness fees, from the losing Party.

16.12 Time Limitation on Disputes. Client will not bring any claim, action or proceeding that it may have against RTT (or against any of RTT’s Affiliates) more than one year after the cause of action has accrued or more than one year after the termination of this MSA for any reason or by either Party, whichever is earlier.

16.13 Notices. Notices to RTT under this MSA are deemed received only when sent to the following addresses, which RTT may change during the Term by written notice to the Client:

RoundTable Technology

460 Main St.

Lewiston, ME 04240

16.14 Survivability. The following sections of this MSA will survive its termination: subsections 1, 4.1, 4.2, 4.4, 4.5 (definitionally but not to imply any continuing right to use, transmit, copy, display, modify or distribute any RTT Content or RTT Marks), 4.6, 5.2, 5.4, 5.5, 6.5, 8, 9.1, 10.1, and 10.2; and Sections 11 (return of materials); 12 (disclaimers); 13 (limitations of liability); 14 (indemnification); and 16 (General)

16.15 Expectation Around Hiring Party’s Employees. During the term of this MSA and for a period of one (1) year after the end of the term of this MSA, each Party shall refrain from directly or indirectly initiating or conducting employment discussions with, hiring or using in any way the services of an employee of the other Party, without the prior written consent of the employee's Party. The Parties specifically agree that any breach of this provision that results in an employee leaving the employ of the non-breaching Party or working for the breaching Party (regardless of whether on a part-time or a full-time basis and regardless of whether as an employee or a consultant or independent contractor) will entitle the non-breaching Party to cancel this MSA and all associated SOW's. This section 16.15 shall not apply to any Party's employee who lives in or works for the Party in a State whose employment agreement is governed by the laws of that State.

16.16 Interpretation and Priority of Agreements. To the maximum extent reasonably possible, if two or more provisions in this MSA or in an SOW appear to conflict with each other and either has more than one possible meaning or interpretation, the interpretation that eliminates or prevents a conflict between provisions shall control. The terms of this MSA shall control over any contrary, inconsistent or conflicting terms in any SOW, except that the SOW’s terms shall control as to the following: (a) any description of the Services to be rendered and applicable timeframes therefor; and (b) the pricing or amount of fees to be paid for the Services under that SOW. In the event of any apparent inconsistency or conflict between provisions in this MSA or between provisions in an SOW and in this MSA, the provision more specifically applicable to or descriptive of the matter at issue shall control over the more general provision, unless the more general provision contains controlling language such as “notwithstanding any other provision to the contrary”.

16.17 Digital, Faxed and Scanned Signatures Valid. Digital, faxed or scanned and emailed signatures on associated SOWs shall be deemed as valid and enforceable as original ink signatures.

16.18 Changes to Agreement. RTT may modify, amend, update and change this Agreement from time to time. RTT will provide Client notice of any material changes to Master Service Agreement.

THE PARTIES BY THEIR DULY AUTHORIZED REPRESENTATIVES HAVE EXECUTED THIS MSA BY SIGNING THE STATEMENT OF WORK ASSOCIATED WITH THIS MSA AND CHECKING THE CLIENT ACCEPTANCE BOX

RoundTable Technology Inc.

Master Services Agreement