SureVerify LLC Usage Agreement

Updated 2/12/2013

THIS SUREVERIFY WEB SERVICES USAGE AGREEMENT(this “Agreement”) is entered into by and between SureVerify LLC (“SureVerify”), and you, the registered single end–user customer organization or entity (“Customer”). BY CLICKING ON THE “I ACCEPT” BUTTON OR BY USING ANY SUREVERIFY WEB SERVICE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT, AND THE TERMS SHALL BE BINDING WITH RESPECT TO YOUR USE OF THE SUREVERIFY 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 SUREVERIFY WEB SERVICES.

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

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

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

2. AUTHORIZATION AND LICENSES

2.1 Authorization to Use the SureVerify Web Services. Subject to the terms and conditions of this Agreement, SureVerify 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 SureVerify Data Delivery Platform to access, use and integrate into any application, system, wireless device, or Web site the SureVerify 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 SureVerify 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 SureVerify Web Services shall be governed by the terms and conditions of this Agreement. Customer acknowledges and agrees that the SureVerify Web Site, SureVerify Data Delivery Platform, SureVerify 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 SureVerify Web Service may be discontinued without notice.

2.2 Limitations. Customer acknowledges that any use of the SureVerify Web Site, SureVerify Data Delivery Platform, the SureVerify 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 SureVerify Web Site, the SureVerify Data Delivery Platform, or SureVerify Web Services; (b) remove, alter, or obscure any proprietary notices (including restricted rights, trademark and copyright notices) of SureVerify or its Registered Providers on the SureVerify Web Site, the SureVerify Data Delivery Platform or the SureVerify Web Services; (c) otherwise use or copy the SureVerify Web Site, SureVerify Data Delivery Platform, the SureVerify 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 SureVerify Web Site, the SureVerify Data Delivery Platform, or SureVerify Web Services; (e) resell, rent, or lease any of the SureVerify Web Services or Web Service Data; (f) reproduce the SureVerify Web Site, SureVerify Data Delivery Platform, or SureVerify 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 SureVerify’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, SureVerify and its licensors retain all rights not expressly granted to Customer. Except as expressly provided in this Agreement, SureVerify does not grant and Customer does not obtain any rights to use, distribute, sell, rent, lease or sublicense the SureVerify Web Site, SureVerify Data Delivery Platform, the SureVerify Web Services or the Web Service Data in any form.

3. OPERATION OF SUREVERIFY DATA DELIVERY PLATFORM

3.1 Access to SureVerify 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 SureVerify Web Services, Customer acknowledges that Customer has read and agreed to comply with any such restrictions. SureVerify 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 SureVerify to make the SureVerify Web Services available, SureVerify may collect information from Customer’s use of the SureVerify Web Services (“Usage Data”). SureVerify reserves the right to use all such Usage Data as SureVerify deems appropriate for SureVerify’s business purposes.

3.4 Support. SureVerify 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 SureVerify any applicable fees for Customer’s right to access and use of the SureVerify 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 SureVerify 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 SureVerify 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. SureVerify may establish general policies and restrictions concerning use of the SureVerify Web Site, SureVerify Data Delivery Platform, the SureVerify Web Services and the Web Service Data and post such rules on the SureVerify Web Site. Customer will comply with the usage policies and restrictions for the SureVerify Web Site, SureVerify Data Delivery Platform, the SureVerify Web Services and the Web Service Data as SureVerify may amend such policies and restrictions from time to time. SureVerify reserves the right to change these general policies and restrictions at any time, by posting such changes on the SureVerify 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 SureVerify 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 SureVerify Web Site or the SureVerify Data Delivery Platform.

4.4 Prohibited Uses. Customer will not use the SureVerify Web Site, the SureVerify Data Delivery Platform, the SureVerify 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 SureVerify Web Site the SureVerify Data Delivery Platform, the SureVerify 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 SureVerify 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. SureVerify reserves the right to deny access to the SureVerify Web Site, SureVerify Data Delivery Platform, the SureVerify 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, SureVerify 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 SureVerify or its licensors or Registered Providers. Without limiting the generality of the foregoing, Customer hereby agrees that (a) SureVerify and its suppliers and licensors and Registered Providers retain ownership of all Intellectual Property Rights relating to or embodied in the SureVerify Web Site, the SureVerify Data Delivery Platform, the SureVerify 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 SureVerify to the SureVerify Web Site, the SureVerify Data Delivery Platform, the SureVerify Web Services or the Web Service Data under any Intellectual Property Rights.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERSM

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. SUREVERIFY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, ACCURACY OR COMPLETENESS OF THE SUREVERIFY WEB SITE, THE SUREVERIFY DATA DELIVERY PLATFORM, THE SUREVERIFY WEB SERVICES, OR WEB SERVICE DATA, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, SUREVERIFY 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 SUREVERIFY WEB SITE, SUREVERIFY DATA DELIVERY PLATFORM, THE SUREVERIFY WEB SERVICES AND THE WEB SERVICE DATA. SUREVERIFY IS PROVIDING ALL OF THE FOREGOING ON AN “AS-IS” BASIS. SUREVERIFY DOES NOT REPRESENT OR WARRANT THAT THE SUREVERIFY WEB SITE, THE SUREVERIFY DATA DELIVERY PLATFORM, THE SUREVERIFY 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 SUREVERIFY WEB SITE, THE SUREVERIFY DATA DELIVERY PLATFORM, THE SUREVERIFY WEB SERVICES, OR WEB SERVICE DATA WILL BE CORRECTED. SUREVERIFY MAKES NO REPRESENTATION OR WARRANTY CONCERNING RESULTS OBTAINED FROM CUSTOMER’S USE OF THE SUREVERIFY WEB SITE, SUREVERIFY DATA DELIVERY PLATFORM, SUREVERIFY WEB SERVICES, OR WEB SERVICE DATA. CUSTOMER ACKNOWLEDGES THAT ANY USE OF MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SUREVERIFY WEB SITE, THE SUREVERIFY DATA DELIVERY PLATFORM, OR THE SUREVERIFY 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. SUREVERIFY MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SUREVERIFY DATA DELIVERY PLATFORM OR SUREVERIFY WEB SERVICES, ANY TRANSACTIONS ENTERED USING THE SUREVERIFY WEB SITE, OR ANY THIRD-PARTY PRODUCTS, DATA OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM SUREVERIFY OR THROUGH THE SUREVERIFY WEB SITE, SUREVERIFY DATA DELIVERY PLATFORM, OR SUREVERIFY 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 SureVerify 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 SUREVERIFY 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 SUREVERIFY 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 SUREVERIFY 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 SUREVERIFY’S REGISTERED PROVIDERS HAVE ANY LIABILITY ARISING OR RESULTING FROM THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, SUREVERIFY WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY CUSTOMER’S COMBINATION OF THE SUREVERIFY WEB SITE, SUREVERIFY DATA DELIVERY PLATFORM, SUREVERIFY WEB SERVICES OR WEB SERVICE DATA WITH SOFTWARE NOT SUPPLIED BY SUREVERIFY OR ANY ALTERATION OR MODIFICATION OF ANY OF THE FOREGOING. SUREVERIFY 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 SureVerify 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 SureVerify 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 SureVerify Web Site, SureVerify Data Delivery Platform, SureVerify 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 SureVerify or its suppliers of any data or information that Customer has transmitted or provided in connection with its use of the SureVerify Web Site, SureVerify Data Delivery Platform, SureVerify 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 SureVerify 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. SureVerify 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 SureVerify Web Services, the SureVerify 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 SureVerify Web Services, the SureVerify 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. SureVerify 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. SureVerify 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 Florida, 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 Florida. 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 SureVerify for which recovery of money damages would be inadequate, and therefore, SureVerify 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 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.

10.6 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 SureVerify customers and press contacts and to provide such other cooperation with SureVerify’s marketing efforts as SureVerify shall reasonably request. Customer’s activities may include:

a. Working with SureVerify'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 SureVerify Web Services and Customer’s return on investment (ROI) from its use of the SureVerify Web Services. Such success story shall be developed and may be distributed by SureVerify as part of SureVerify'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 SureVerify management at least once a year at SureVerify's request to review the ongoing relationship of the parties and to provide feedback on SureVerify Web Services;

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

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

10.10 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.

10.11 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.”

10.12 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 is one way to purchase: monthly subscription.

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

Monthly Subscriptions:

Customer’s anniversary date will be set to the first day of the month and Customer’s is required to make payment before the 15th day of that month. If payment is not made in the time frame allowed (15 days from the first day of the current month) the Customers Access to SureVerify Web Service (API) will be deactived and all traffic to the API shall be blocked.

Refund Policy

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

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

VOLUNTARY TERMINATION POLICY

Subscriptions are non-refundable for customers terminating their service or product purchase on a voluntary basis.

Modification

SureVerify 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.