Terms of Service

January 6, 2015

jake-gage

Terms of Service (“TOS”)

“Third Party” means an individual or an entity which is not a Customer, RocketitS, or an Affiliate of RocketitS.

“Third Party Services” mean services which are provided by Third Parties directly to Customer. The definition of Services does not include Third Party Services.

“TOS” means the terms of service for the Services.

“TPS Agreements” mean agreements for Third Party Services which are directly between the Customer and the provider of the Third Party Services. These

agreements are separate and independent from the MSA and RocketitS is not a party to these agreements.

Rocket IT S OBLIGATIONS.
2.1 Provision of Services. Contingent on RocketitS’s acceptance of an Order and subject to the terms of the MSA, RocketitS agrees to use reasonable efforts to

provide the Services subject to the terms of Service Level Agreements. RocketitS retains the right to reject the request for Services by any individual or entity in its

sole discretion. RocketitS may change, discontinue, add, modify, re-price or remove features or functionality from the Services upon notice to Customer provided

through the Customer Portal. It is the Customer’s responsibility to review the Customer Portal for such notices on a frequent basis. If Customer continues to use

the Services following any such modification, such use will be deemed acceptance of such modification by Customer. The Third Party Services are provided by the

relevant Third Parties and RocketitS is not responsible for the provision of Third Party Services.

2.2 Age. Customer must be at least 18 years of age or otherwise have the legal capacity to order Services. If Customer is ordering Services on behalf of an

employer, company, or other legal entity, Customer represents and warrants that it has the legal right and authority to order Services and be bound to this MSA.

PRIVACY.
3.1 Collection of PII. The collection and use of PII is governed by the Privacy Agreement.

USE OF AND ACCESS TO THE SERVICES.
4.1 Ordering and Modification of Services. Customer may order Services and all upgrades to such Services through the Customer Portal or as otherwise

designated by RocketitS. RocketitS may accept such Orders in its sole discretion and shall give notice to Customer of acceptance of such Order through the

Customer Portal. For downgrades or cancellation of Services, RocketitS requires a written cancellation notice by cancellation ticket in accordance with the

procedures in the Customer Portal and through the Customer Portal a minimum of 24 hours prior to 00:00:01 CST (GMT-6) on the Anniversary Billing Date for

downgrades or discontinuance of Services. The failure to provide the required 24 hours written notice will result in the downgrade or discontinuance of Services

being effective on the following Anniversary Billing Date and Customer will be charged for the Services during the relevant Renewal Term. Any Services cancelled

prior to such 24 hour period will remain accessible to Customer until the automated process reclaims the server on the Anniversary Billing Date.

4.2 Rights to Use Services. Subject to the terms and conditions of this MSA (including the Term), RocketitS grants Customer a non-exclusive, non-transferable,

non-sublicenseable (except to the extent required to exercise rights under Section 4.2(b)), revocable right in the Services solely to: (a) use and access the

Services for internal purposes; and (b) use the Services to create, offer and provide the Customer Offerings.

4.3 Customer Obligations. Customer agrees to do each of the following: (i) comply with all applicable laws, rules and regulations, including, without limitation, the

Foreign Corrupt Practices Act international anti-corruption laws and the Digital Millennium Copyright Act and intellectual property laws; (ii) pay the fees for the

Services when due; (iii) use reasonable security precautions for providing access to the Services by its employees or other individuals to whom it provides access;

(iv) cooperate with RocketitS’s or its Affiliate’s investigation of outages, security problems, and any suspected breach of the MSA; (v) comply with all license terms

or terms of use for any software, content, service or website (including Customer Content) which Customer uses or accesses when using the Services; (vi) give

RocketitS true, accurate, current, and complete Account Information; (vii) keep Customer’s Account Information up to date; (viii) be responsible for the use of the

Services by Customer and Customer End Users and any other person to whom Customer has given access to the Services or Customer Offering; (ix) comply with

the TPS Agreements; (ix) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and immediately notify RocketitS of any

known or suspected unauthorized use of Customer’s account, the Services or any other breach of security; and (xi) where the Customer provides Customer

Offering as permitted under this Agreement, Customer must enter into an agreement with Customer’s End User which shall include the relevant terms of this

Agreement and release RocketitS and its Affiliates from any and all liability for damages or losses Customer’s End Users may incur as a result of using the

Customer Offering. Customer may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any

person, or to physical or environmental damage. For example, Customer may not use, or permit any other person to use, the Services in connection with aircraft or

other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and Cosmetic Act. Customer

may not resell any of the Services alone to any Third Party without first entering into a reseller agreement with RocketitS.

4.4 Special Terms for Third Party Services. To the extent Customer orders Third Party Services under TPS Agreements, RocketitS is not responsible for such

Third Party Services and the provider of the Third Party Service is solely responsible for providing such Third Party Services. However, the Customer also agrees

that the following terms of the TOS apply to such Third Party Services: Sections 8, 9, 10, 11, 15 and 16.

PAYMENT.
5.1 Fees. All fees for the provision of Services (except as provided below for Additional Service Fees, Hourly Service Fees and One Time Fees) are due in

advance of the first day of the relevant term. For example, the fees for such Services during the Initial Term shall be due on the Effective Date or before the

provision of Services. The fees for the Services for Renewal Term would be due on or prior to the Anniversary Billing Date for such Renewal Term. The amount

due may be adjusted by addition of Services, upgrade of Services, discontinuance of Services or downgrade of Services and through the use of SLA Credits. The

fees for additional or upgraded Services for which the Order is accepted on the Anniversary Billing Date will be due on the Anniversary Billing Date. The fees for

additional or upgraded Services for which the Order is accepted after an Anniversary Billing Date will be pro-rated on a calendar day basis to the next Anniversary

Billing Date and billed as a one-time pro-rata charge on the next Anniversary Billing Date. Such fees will be due for the following Renewal Terms until cancelled as

provided in Section 4.1.

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214-442-0602

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Terms of Service (“TOS”)

5.2 Additional Service Fees/Hourly Service Fees/One Time Fees. For fees for additional services such as Content Delivery Network (CDN) overages,

bandwidth use overages, backup overages and VMware use (including archive storage), payment shall be due on the next Anniversary Billing Date. For Orders for

Hourly Services, Customer shall specify the period of time for which the Hourly Services are requested in minimum increments of one hour and payment shall be

due on the next Anniversary Billing Date. One time fees, such as setup fees, bandwidth, storage, administrative fees and late fees, are due and payable when

invoiced, and/or as agreed by RocketitS through the Customer Portal.

5.3 Payment Methods. The payment shall be made by the credit card maintained on file with RocketitS, automatic file transfer or such other method as approved

by RocketitS. For methods such as credit card, the payment of fees shall be automatic on the due date.

5.4 Taxes. All prices and fees specified in or referred to in this MSA are stated exclusive of any tax, including withholding tax, sales, use, value added, levies,

import and custom duties, excise or other similar or equivalent taxes imposed on the supply of Services. Any sales, use, levies, excise, withholding taxes or similar

charges, direct or indirect, applicable or to become applicable, which are levied as a result of the supply of the Services shall be paid by the Customer. Neither

party shall be liable for the other party’s taxes based on income. If withholding tax applies to any payments for Services made under this MSA, the Customer may

deduct such taxes and shall pay such taxes to the appropriate tax authority; provided that Customer shall provide RocketitS with an official receipt for any such

taxes withheld and must notify RocketitS prior to payment that withholding tax is required to be paid and Customer shall pay to RocketitS any additional amount to

ensure that RocketitS receives the full amount of the invoice. If RocketitS has the legal obligation to pay or collect taxes for which Customer is responsible under

this paragraph, the appropriate amount shall be charged to and paid by Customer in addition to the amount of the invoice, unless Customer provides RocketitS

with a valid tax exemption certificate authorized by the appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of

withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce

the rate of withholding tax or exempt entirely this amount if applicable. In any event, the Customer undertakes to account for any tax withheld to the tax authorities

on a timely basis.

5.5 SLA Credits. SLA Credits, if issued to Customer’s account, shall be used only to offset future charges for certain Services as provided in the Service Level

Agreement. SLA Credits may not be sold, converted to cash or transferred to Third Parties or Affiliates. SLA Credits shall expire on the termination or expiration of

the MSA.

5.6 Additional Fees. The Customer’s failure to pay any fees on the due date shall result in incurring a late fee of $20. If RocketitS has suspended the Customer’s

access to the Services over the Public Network as provided in Section 15, the Customer shall incur a $50 reconnection fee. Such fees shall be due upon receipt,

and RocketitS will not reconnect any Services to the Customer until full payment of such fees.

5.7 Refunds & Disputes. All fees paid for Services to RocketitS are non-refundable. If the Customer believes that the bills are in error, the Customer’s sole and

exclusive remedy is to seek SLA credits through the Customer Portal by opening an accounting ticket to give notice to RocketitS within 30 days of the receipt of

the disputed bill. Any invoice not disputed by Customer in accordance with Section 5.7 within 30 days of receipt of the invoice shall be conclusively accepted by

Customer as correct. Customer shall not chargeback any credit card payments to RocketitS and any such chargeback will result in an additional payment to

RocketitS of up to $500 which is a reasonable estimate of RocketitS’s additional administrative costs. Customer is responsible for any fees and costs (including,

but not limited to, reasonable attorneys’ fees, court costs and collection agency fees) incurred by RocketitS in enforcing collection of fees.

OWNERSHIP OF SITE.
Customer hereby acknowledges and agrees that RocketitS (or its licensors) own all legal right, title and interest in and to the Site and the Services provided by

RocketitS, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Services (whether such rights are

registered or unregistered, and wherever in the world those rights may exist). As between Customer and RocketitS, all materials on the Site, including, but not

limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look

and feel”, and arrangement of the Site and its content (except for any Customer Content), and the domain names, trademarks, service marks, proprietary logos

and other distinctive brand features found on the Site, are all owned by RocketitS or its licensors.

SECURITY.
RocketitS agrees to maintain reasonable and appropriate measures related to physical security to protect Customer Content. Other than responsibility for physical

security, Customer shall be solely responsible for data maintenance, integrity, retention, security, and backup of the Customer Content. If Customer transfers or is

otherwise involved in the transfer of any Customer Content (whether in connection with its business or otherwise) over the Public Network or Private Networks,

then Customer is solely responsible for compliance with any applicable laws, rules and regulations in any and all applicable regions or countries regarding the

security, privacy, legality and/or safe handling of such Customer Content.

INDEMNIFICATION BY CUSTOMER.
Customer hereby agrees to indemnify, defend and hold harmless RocketitS and its Affiliates, licensors and providers of Third Party Services, and their respective

directors, officers, employees, contractors, agents, successors, and assigns, (collectively, the “RocketitS Parties”) (RocketitS and each of the RocketitS Parties an

“Indemnified Party”), from and against any and all liability (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Parties in connection

with any actual or alleged claim (“Claim”) arising out of: (a) Customer’s use of the Services or Third Party Services; (b) any breach or alleged breach by Customer

of this MSA; (c) any breach or alleged breach by Customer including any person given access or Customer End Users of a Third Party’s rights, including, without

limitation, any actual or alleged infringement or misappropriation of a Third Party’s copyright, trade secret, patent, trademark, privacy, publication or other

proprietary right; (d) any damage caused by or alleged to have been caused by Customer or Customer End Users to the Site or Services; or (e) any actual or

alleged violation or non-compliance by Customer or Customer End Users with any applicable law, court order, rule or regulation in any jurisdiction. The counsel

which Customer selects for the defense or settlement of a Claim must be approved in writing in advance by RocketitS prior to such counsel being engaged to

represent the Indemnified Parties. Customer shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the

interests of RocketitS or any RocketitS Parties without the prior written consent of RocketitS and/or applicable RocketitS Parties. Customer and Customer’s

counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the RocketitS or the RocketitS Parties in the

defense or settlement of any such matter.

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Terms of Service (“TOS”)

DISCLAIMER OF WARRANTIES.
EXCEPT AS REQUIRED BY LAW CUSTOMER’S USE OF THE SITE AND SERVICES IS ENTIRELY AT CUSTOMER’S OWN DISCRETION AND RISK. THE

SITE AND SERVICES ARE FURNISHED BY SOFTLAYER “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY

KIND. SOFTLAYER; (A) EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT

LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B)

DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THEIR OPERATION WILL BE TIMELY,

UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY

REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ITS ACCURACY,

RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR ITS AND CUSTOMER END

USERS’ USE OF THE SERVICES.

DISCLAIMER OF CONSEQUENTIAL DAMAGES.
EXCEPT AS REQUIRED BY LAW IN NO EVENT WILL SOFTLAYER BE LIABLE TO CUSTOMER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,

EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR

DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICES, LOSS OF PROFITS, LOSS OF

GOODWILL, LOSS OF, OR DAMAGE TO, DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR

OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT

LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF SOFTLAYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY.
EXCEPT AS REQUIRED BY LAW SOFTLAYER WILL NOT BE LIABLE TO CUSTOMER FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED

WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SITE OR

SERVICES. IF, NOTWITHSTANDING THE FOREGOING, SOFTLAYER IS FOUND TO BE LIABLE TO CUSTOMER FOR ANY DAMAGE OR LOSS WHICH

ARISES UNDER OR IN CONNECTION WITH THE SERVICES, SOFTLAYER’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER SHALL IN NO EVENT

EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES FOR THE SIX MONTHS PRIOR TO THE OCCURRENCE OF

THE EVENT(S) GIVING RISE TO Rocket IT S LIABILITY.

ALLOCATION OF LIABILITY.
THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTIES, DISCLAIMER OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF

LIABILITY IN THE MSA AND IN THE OTHER PROVISIONS OF THIS MSA AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE

BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH SOFTLAYER WOULD NOT HAVE ENTERED INTO THIS MSA. Rocket IT S PRICING REFLECTS

THIS ALLOCATION OF RISK AND THESE LIMITATIONS.

DISPUTE RESOLUTION.
Notwithstanding the provisions for non-payment by Customer, each party will allow the other reasonable opportunity to comply before it claims that the other has

not met its obligations under this MSA. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this

MSA. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation, i) neither party will bring legal action, regardless of

form, arising out of or related to this MSA or any transaction under it more than two years after the cause of action arose; and ii) after such time limit, any legal

action arising out of this Agreement or any transaction under it and all respective rights related to any such action lapse. Notwithstanding the provisions of this

Section 13, Customer acknowledges that Customer’s breach of Sections 4.2, 4.3 or violation of any terms and conditions of the AUP would cause irreparable injury

to RocketitS and agrees that in the event of any such breach, RocketitS shall be entitled to seek temporary and preliminary injunctive relief without the necessity of

proving actual damages or posting any bond or other security.

TRADEMARKS.
Customer hereby grants to RocketitS a non-exclusive, worldwide, royalty-free, fully paid-up license during the Term to use Customer’s trademarks, marks, logos or

trade names in connection with RocketitS’s provision of Services (including support of Services) to Customer and to be listed as a customer of the Services by

RocketitS or its designees. The license granted in this Section 14 will include the right of RocketitS to sublicense its Affiliates and any Third Parties providing all or

part of the Services on behalf of RocketitS to achieve the foregoing.

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Terms of Service (“TOS”)

SUSPENSION.
15.1 Suspension. RocketitS may suspend provision of Services to Customer without liability if: (i) RocketitS reasonably believes that the Services are being used

(or have been or will be used) by Customer in violation of the MSA or any applicable law, court order, rule or regulation in any jurisdiction; (ii) Customer does not

cooperate with RocketitS’s investigation of any suspected violation of the MSA or any applicable law, court order, rule or regulation in any jurisdiction;

(iii) RocketitS reasonably believes that Services provided to Customer have been accessed or manipulated by a Third Party without Customer’s consent or in

violation of the MSA; (iv) RocketitS reasonably believes that suspension of the Services is necessary to protect RocketitS’s network or other RocketitS customers;

(v) a payment for the Services is overdue by more than 5 days including the Anniversary Billing Date (and in addition, RocketitS may, in RocketitS’s sole

discretion, continue to make the Services available through the Public Network and may suspend such access to the Private Network if the fees are not paid within

7 days of the due date); (vi) the continued use of the Services by the Customer may adversely impact the Services or the systems or content of any other

RocketitS customer, (vii) RocketitS reasonably believes that the use of the Services by Customer may subject RocketitS, its Affiliates, or any Third Party to liability;

or (viii) suspension is required by law, statute, regulation, rule or court order. RocketitS will give Customer reasonable advance notice of a suspension under this

paragraph and a chance to cure the grounds on which the suspension are based, unless RocketitS determines, in RocketitS’s reasonable commercial judgment,

that a suspension on shorter or contemporaneous notice is necessary to protect RocketitS or its other customers from operational, security, or other risk or the

suspension is ordered by a court or other judicial body. A violation of the Flow-Through Provision shall be treated the same as a violation of the MSA for this

provision. If RocketitS suspends the Customer’s right to access or use any portion or all of the Service:

Customer remains responsible for all fees and charges Customer has incurred through the date of suspension;
Customer remains responsible for any applicable fees and charges for any Services to which Customer has continued to have access, as well as
applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;

Customer will not be entitled to any SLA Credits under the Service Level Agreement for any period of suspension; and
at RocketitS’s sole discretion, RocketitS may terminate Customer’s access to Customer Content stored in the Services during a suspension, and
RocketitS shall not be liable to Customer for any damages or losses Customer may incur as a result of such suspension.

TERMINATION.
16.1 Term. Except in the case of Hourly Services which are provided based on the number of hours in the Order or as otherwise agreed to by the parties in writing,

the term shall commence on the Effective Date and is automatically renewed each Anniversary Billing Date until terminated as provided below.

16.2 Termination for Convenience. Customer may terminate the MSA for convenience at any time as provided in Section 4.1 through the Customer Portal. If

Customer terminates this MSA for convenience, Customer shall pay RocketitS all amounts that would be due within 5 days after such termination. RocketitS may

terminate the MSA for convenience upon providing Customer with notice of non-renewal at least 10 days prior to the expiration of the Initial Term or any Renewal

Term.

16.3 Termination for Breach. RocketitS may terminate the MSA immediately upon notice provided through the Customer Portal if: (i) RocketitS discovers that the

information Customer provided to RocketitS about Customer’s proposed use of the Services or Account Information was inaccurate or incomplete; (ii) if Customer

is an individual, Customer was not at least 18 years old or otherwise did not have the legal capacity to enter into the MSA, install, or accept Services at the time

Customer submitted the Order, or if Customer is an entity, the individual submitting the Order for Customer did not have the legal right or authority to enter into the

MSA, install or accept Services on behalf of the person represented to be the Customer; (iii) Customer payment of any invoiced amount is overdue, and Customer

does not pay the undisputed overdue amount within 5 days of the due date; (iv) Customer use of the Services or Customer End Users use of the Customer

Offering in violation of this MSA and fails to remedy any violation within 5 days of RocketitS’s written notice; (v) Customer or Customer End User violates the AUP;

(vi) Customer’s account has been suspended for 30 days or more; (vii) Customer has multiple violations of the MSA; or (viii) Customer fails to comply with any

other provision of this MSA and does not remedy the failure within 30 days of RocketitS notice to Customer describing the failure. RocketitS will give Customer

written notice of termination under this paragraph unless RocketitS determines, in RocketitS’s reasonable commercial judgment, that a termination on shorter or

contemporaneous notice is necessary to protect RocketitS or its other customers from operational, security, or other risks. A breach of the Flow-Through Provision

shall be deemed to be a breach of the MSA.

16.4 Access to Customer Content. The deletion of Customer Content is automatic upon termination or expiration of the MSA. Consequently, unless RocketitS

determines otherwise, Customer will not have access to Customer Content, and RocketitS may immediately erase or delete Customer Content from its computer

infrastructure after the effective date of termination or expiration of this MSA.

16.5 Effect of Termination. Upon expiration or termination of the MSA, Customer must discontinue use of the Services and relinquish use of the IP addresses

and server names assigned to Customer by RocketitS and any other materials provided to Customer by RocketitS in connection with the Services, including

pointing the DNS for Customer domain name(s) away from the Services. RocketitS will have no obligation to provide any transition services or access to data

except as expressly stated in Section 16.4 above.

U.S. GOVERNMENT CUSTOMERS AND U.S. GOVERNMENT RIGHTS.
RocketitS provides the Services for ultimate federal government end use solely in accordance with the following license rights to use, modify, reproduce, release,

perform, display, or disclose: Government technical data and software rights related to the Services include only those rights customarily provided to the public as

defined in this MSA. This customary commercial license is provided in accordance with the Federal Acquisition Regulation (“FAR”) at 48 C.F.R. 12.211 (Technical

Data) and FAR 12.212 (Software) for civilian agencies of the federal government, and, for Department of Defense transactions, the Defense Federal Acquisition

Regulation Supplement (“DFARS”) at 48 C.F.R. 252.227-7015 (Technical Data – Commercial Items), 48 C.F.R. 227.7202-3 (Rights in Commercial Computer

Software or Computer Software Documentation). This U.S. Government Rights clause, consistent with 48 C.F.R. 12.211, 48 C.F.R. 27.212 (federal civilian

agencies) or 48 C.F.R. 227.7202-4 (DoD agencies) is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses U.S.

Government rights in computer software, computer software documentation or technical data related to the RocketitS Commercial Computer Software and

Commercial Computer Software Documentation licensed under this MSA or in any contract or subcontract under which this RocketitS Commercial Computer

Software and Commercial Computer Software Documentation is acquired or licensed. If a government agency has a need for rights not conveyed under these

terms, it must negotiate with RocketitS to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum

specifically conveying such rights must be included in writing and agreed to by RocketitS in any applicable contract or agreement

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Terms of Service (“TOS”)

THIRD PARTIES.
Unless otherwise agreed in writing, RocketitS will provide support only to Customer, not to Customer End User, Customer Affiliate, Third Party or Third Party

Affiliate to whom Customer provides access to use the Services or the Customer Offering. There are no Third Party beneficiaries to the Agreement, meaning that

Third Parties do not have any rights against either RocketitS or Customer under the MSA.

MISCELLANEOUS.
19.1 Changes to the MSA. As noted in the recitals, RocketitS may modify the terms and conditions of this MSA as provided below. RocketitS will notify its

Customers through the Customer Portal of any such modifications and all modifications shall be effective upon their posting on the Customer Portal. It is the

Customer’s responsibility to review the Customer Portal for such modifications on a frequent basis If Customer continues to use the Services following any such

modification such use will be deemed acceptance of such modification by Customer. Any modifications requested by Customer to any of the terms of the MSA

must be approved in writing by RocketitS.

19.2 Certain Employment Issues. If Customer’s employees or third parties which have been contracted by Customer for rendering contractually agreed services

that are in all material respects equivalent to the Services prior to the beginning of this Agreement assert the transfer of their employment relationship or claims

thereto against RocketitS under EU Directive 2001/23/EC or similar national legislation, Customer shall use its best efforts to either prevent the transfer of the

employment relationship or to hold off such claims. Customer shall hold harmless and indemnify RocketitS from all prosecution costs incurred in connection with

the transfer prevention as well as from any compensation payments to the employee and fees for any external legal counsel, as well as any and all incurred costs

and financial claims of the employee or third party that arise from or are due to a claim of further employment or re-employment. These expenses include costs or

salary, health insurance, social security contributions, voluntary and legal pension contributions, company pension scheme, pension funds and any severance

costs in line with RocketitS’s standard generally-applicable policy.

19.3 Notices. Customer communications regarding the Services should be sent through the Customer Portal except for the following types of notices: for breach,

indemnification, or other non-routine legal matters, Customer should send it by electronic mail and first-class United States mail to:

Rocket It Solutions, Inc., a Rocketsolution’s Company

ATTN: Legal Department

4849 Alpha Road

Dallas TX 75244

Email: [email protected]

Phone: 1 (214) 442-0600

RocketitS’s communications regarding the Services and legal notices will be sent through the Customer Portal. Notices are deemed received as of the time

delivered. Notices must be given in the English language.

19.4 Export Matters. If Customer chooses to use these Services, Customer does so on its own initiative and is responsible for compliance with applicable laws.

Customer agrees to comply with all restrictions and regulations of the U.S. Department of Commerce and any other United States or foreign agencies and

authorities in connection with Customer’s and Customer End Users’ use of these Services and to not, in violation of any laws, transfer, or authorize the transfer, of

any Services (a) into or for the benefit of an entity located in any U.S. and/or U.N. embargoed countries or (b) to anyone on the U.S. Treasury Department’s List of

Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders or Entity List of proliferation concern, or the U.S. State Department’s

Debarred Parties List. By using these Services, Customer represents and warrants that Customer and Customer End Users are not located in, under the control

of, or a national or resident of any such country or on any such list. In addition, Customer and Customer End Users may not use the Services for the development,

design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in

Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations. Customer assumes

responsibility for compliance with laws and regulations applicable to export, re-export or import of products, technology or technical data provided hereunder and

for obtaining required export and import authorizations. Customer and Customer End Users will not transfer to or through the Services any data, materials or other

items controlled for export under the International Traffic in Arms Regulations (“ITAR Data”) or other applicable laws unless RocketitS has agreed to the transfer

and (i) Customer has provided RocketitS not less than 10 days’ prior written notice that ITAR Data will be transferred to or through the Services, (ii) Customer

and/or Customer End User has received prior written authorization from the U.S. Government to transfer the ITAR Data to RocketitS, and (iii) Customer agrees to

provide RocketitS with all necessary assistance to enable RocketitS to obtain such U.S. Government permission. Customer is responsible, and will reimburse

RocketitS, for all costs, expenses or damages incurred by RocketitS in connection with Customer and Customer End User transfer of ITAR Data.

19.5 Assignment/Subcontractors. Customer may not assign the MSA or Customer rights and/or delegate Customer obligations under the MSA without

RocketitS’s prior written consent. Any assignment or transfer of the MSA by Customer in violation of this section will be void. RocketitS may assign the MSA to (i)

its Affiliates and (ii) any entity as a result of a merger or sale of all or substantially all of the assets of RocketitS to such entity and such entity agrees in writing to be

bound by the terms of the MSA. This MSA will be binding on and inure to the benefit of Customer’s and RocketitS’s respective permitted successors and permitted

assigns. However, RocketitS may use Third Parties or Affiliates to provide all or part of the Services. This provision does not apply to the Third Party Services

which are governed by separate agreements.

19.6 Force Majeure. Except for its rights in Sections 15 or 16, neither RocketitS nor Customer will be in violation of the Agreement if the failure to perform the

obligation is due to an event beyond either party’s control, such as significant failure of a part of the power grid, sabotage, denial of service attack, significant

failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for

which precautions are not generally taken in the industry; provided however if the force majeure event continues beyond thirty (30) days, the performing party may

terminate the MSA.

19.7 Feedback. RocketitS shall own all right, title and interest in and to Feedback. Upon providing the Feedback, Customer hereby irrevocably assigns to

RocketitS all right, title, and interest in and to the intellectual property rights in the Feedback and agrees to provide RocketitS with any assistance RocketitS may

require to document, perfect, and maintain RocketitS’s rights in the Feedback.

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Terms of Service (“TOS”)

19.8 Governing Law, Lawsuits. The MSA is governed by the laws of the State of New York, exclusive of any choice of law principle that would require the

application of the law of a different jurisdiction, and the laws of the United States of America, as applicable. The application to the MSA of the United Nations

Convention on the International Sale of Goods is excluded in its entirety. The exclusive venue for all disputes arising out of the MSA shall be in the state courts in

Westchester County, New York or federal district court for the southern district of New York, and the parties each agree not to bring an action in any other venue.

Customer waives all objections to this venue and agrees not to dispute personal jurisdiction or venue in these courts.

19.9 Relationship of the Parties. The parties’ relationship is that of independent contractors and not business partners. Neither of the parties is the agent for the

other, and neither party has the right to bind the other on any agreement with a Third Party.

19.10 No Waiver. RocketitS’s failure to exercise or delay in exercising any of its rights under this MSA will not constitute a waiver, forfeiture, or modification of

such rights. RocketitS’s waiver of any right under this MSA will not constitute a waiver of any other right under this Agreement or of the same right on another

occasion. RocketitS’s waiver of any right under this MSA must be in writing.

19.11 Survival. All provisions that by their nature are intended to survive expiration or termination of the MSA shall survive expiration or termination of the MSA.

19.12 Integration. This MSA is the complete and exclusive agreement between Customer and RocketitS regarding its subject matter and supersedes and

replaces any agreement (including without limitation any computer infrastructure hosting and related agreements between Customer and The Planet.com Internet

Services, Inc.), understanding, or communication, whether written or oral, prior or contemporaneous.

19.13 Severability. If any part of this MSA is found unenforceable by a court or other tribunal, the rest of the MSA will nonetheless continue in effect, and the

parties agree that any court or other tribunal may reform the unenforceable part if it is possible to do so consistent with the material economic incentives of the

parties resulting in this MSA.

19.14 Language. The official language of the MSA shall be the English language and no translation into any other language may be used in its interpretation. All

services, support, notices, designations, specifications, and communications will be provided in the English language.

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Service Level Agreement (“SLA”)

The SLA is incorporated into the MSA and applicable to all Services delivered to Customers. This SLA does not apply to the availability of Third Party Services

which are subject to the TPS Agreements. The SLA is binding only on the Customer and RocketitS and does not apply to any Third Parties, including Customer

End Users. The issuance of SLA Credits (defined below) is the sole and exclusive remedy of Customer and RocketitS’s sole and exclusive obligation,

for any failure by RocketitS to satisfy the requirements set forth in the SLA.

SLA Credit Claim

To claim a credit the Customer shall follow the Approved Procedure within seven (7) days of the end of the Claimed Outage. The claim will be reviewed by

RocketitS, any credit for Verified Outages (“SLA Credits”) shall be issued as provided below.

“Claimed Outage” means the period (measured in minutes) during which Customer claims a Loss of Service during a Measurement Period as reported using the

Approved Procedure.

“Excluded Minutes” means the period of any outage measured in minutes due to the exclusions set forth in the SLA Credit Exclusion in the Measurement Period.

“Measurement Period” means the relevant Initial Term or Renewal Term.

“Qualifying Outage Minutes” mean the aggregate of all minutes of a Verified Outage during a Measurement Period, minus any Excluded Minutes in that

Measurement Period.

“Services” means the services ordered by Customer and accepted by RocketitS as provided in the MSA.

“Loss of Services” means the Customer’s inability to connect to the RocketitS data centers providing the Services to access either (i) the Customer Portal or (ii) a

Service. If Customer can connect to one of the RocketitS data centers to access either the Customer Portal or any of the Services, there is no Loss of Services,

whether or not Customer can use the Customer Content.

“Verified Outage” means a Claimed Outage for a particular Service that has been verified by RocketitS using its monitoring logs of accessibility of the RocketitS

data centers or any of the Services.

Services Commitments

Public Network: RocketitS will use reasonable efforts to provide a service level of 100% for the Public Network.

Private Network: RocketitS will use reasonable efforts to meet the service level of 100% for the Private Network.

Customer Portal: RocketitS will use reasonable efforts to meet the service level of 100% for access to the Customer Portal.

Redundant Infrastructure: RocketitS will use reasonable efforts to meet the service level of 100% for access to the power and HVAC services provided to

Customers.

SLA Credits

For each 30 continuous minute period of Qualifying Outage Minutes for a Service in a Measurement Period, RocketitS shall provide a SLA Credit of 5% of the fees

for the relevant Service which was subject to the Loss of Service during the Measurement Period. Any period of Qualifying Outage Minutes for a Service which is

less than 30 continuous minutes shall not be eligible for an award of SLA Credits. The Customer cannot combine alleged Claimed Outages for different Services

(such as Public Network and Private Network) to meet this calculation. The calculation of SLA Credits for failure of hardware replacement or hardware upgrade

shall be as set forth respectively, in Table A and Table B.

Approved Procedure

Customer is eligible to receive SLA Credit, subject to the following process:

The Customer’s identified master administrative user will report a Claimed Outage by opening a ticket on the Customer Portal. The ticket must include
Service type, IP Address, dates and times, error messages received (if any), contact information, and full description of the interruption of Service

including logs, if applicable.

In order to receive a SLA Credit, Customer must submit a report of Claimed Outage to the Customer Portal within seven (7) days of the end of the
Claimed Outage after the technical issues have been resolved.

RocketitS will review Claimed Outages against Verified Outages.
RocketitS’s determination of SLA Credits is final.
Customer agrees to pay all invoices in full while a Claimed Outage is being reviewed or SLA Credit is being determined.
RocketitS will communicate the SLA Credits to Customer through RocketitS accounting and the ticket will be updated, provided that, the SLA Credit
may not be used to reduce the payments due in a Renewal Term below zero. RocketitS will apply the SLA Credits to the Customer’s future invoices for

the relevant Services subject to RocketitS’s standard policies.

Ineligible Customers

Customers who at the time of the report of the Claimed Outage are not current on their payment of the fees for the Services do not qualify for SLA Credits for such

Claimed Outages. In addition, Customers who have not paid their fees when due for the Services three or more times in the previous twelve calendar months do

not qualify for SLA Credits.

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Service Level Agreement (“SLA”)

Use of SLA Credits

SLA Credits may be used solely for future payments due for the particular Service or failure of other obligations (such as hardware) for which the Service Credits

are issued. The SLA Credits may not be sold or transferred to other parties. SLA Credits may not be used until any Customer violations of the MSA are resolved to

RocketitS’s reasonable satisfaction. Any Customer making false or duplicative claims for Claimed Outages will incur a one-time charge of $50 per incident for such

claims. False or duplicative claims are also a violation of the MSA and may, in RocketitS’s sole discretion, result in a suspension of Services. SLA Credits shall

expire on the termination or expiration of the MSA.

SLA Credit Exclusion

Service Level Credits do not apply for periods during which the Services are not available for the following reasons:

RocketitS or its third party service providers performing system upgrades, enhancements and routine maintenance activities which are announced on
the Customer Portal upon two days advance notice or for maintenance determined by RocketitS to be an emergency upon notice provided through the

Customer Portal (“Scheduled Maintenance”);

Customer use of the Services or any Customer End User’s use of the Customer Offering in violation of the MSA;
Issues relating to Customer Content;
Problems with Customer’s access to Internet;
System administration, commands, file transfers performed by Customer representatives;
Events described in the Force Majeure provision;
Suspension of Customer’s access to the Services as provided in the MSA;
Violation of the AUP;
Problems caused by Customer’s use of the Services or any Customer End User’s use of the Customer Offering after RocketitS advised Customer or
any Customer End User to modify such use, if Customer or any Customer End User did not modify its use as advised;

Problems arising from Customer or any Third Party’s software, hardware, or other technology or equipment.
Special Obligations relating to Hardware Replacement and Hardware Upgrades

Hardware Replacement: RocketitS will use reasonable efforts to replace failed hardware and hardware components located within our data centers at a service

level of two hours after RocketitS verification of Customer’s notification in the Customer Portal ticketing system of a hardware failure. This response period does

not include time required to reload the operating system or applications. If the installation does not meet this service level, Customer shall be eligible for SLA

Credits as provided in Table A below for the future fees directly related to the hardware if the Customer follows the Approved Procedure.

Hardware Upgrades: RocketitS will use reasonable efforts to ensure that all planned hardware upgrades will commence and be completed at a service level

within two hours of hardware upgrade maintenance periods that have been scheduled and confirmed in advance through the online ticketing system in the

Customer Portal. This response period does not include time required to reload the operating system or applications. If the installation does not meet this service

level, Customer shall be eligible for SLA Credits as provided in Table B below for the future fees directly related to the hardware upgrade if the Customer follows

the Approved Procedure.

Table A: Hardware Replacement Table B: Hardware Upgrade

Response Period SLA Credit Response Period SLA Credit

2 hours or less N/A 2 hours or less N/A

2.1 to 6 hours Twenty Percent (“20%”) 2.1 to 6 hours Twenty Percent (“20%”)

6.1 to 10 hours Forty Percent (“40%”) 6.1 to 10 hours Forty Percent (“40%”)

10.1 to 14 hours Sixty Percent (“60%”) 10.1 to 14 hours Sixty Percent (“60%”)

14.1 to 18 hours Eighty Percent (“80%”) 14.1 to 18 hours Eighty Percent (“80%”)

18 hours + One Hundred Percent (“100%”) 18 hours + One Hundred Percent (“100%”)

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Acceptable Use Policy (“AUP”)

General Statement

RocketitS is dedicated to the use of the Internet to improve the lives of individuals throughout the world. Our goal is to deliver enterprise quality on-demand IT

Services to all of our Customers at a reasonable price and make available the benefits of the Internet as broadly as possible. The purpose of this AUP is to inform

all Customers of the acceptable uses of the Services. RocketitS is committed to encouraging the use of the Internet through its Services and Third Party Services,

but such use must be consistent with the laws and regulations governing use of the Internet and must protect the right of its other customers to use its Services.

The AUP is designed to achieve these goals. Customer agrees to comply with the AUP and is responsible for the use of the Services and Third Party Services by

all entities and individuals whom Customer permits to use the Services, Third Party Services or the Customer Offering. In addition to its rights under Section 19.1

of the Terms of Service, RocketitS has the right to change or modify the terms of the AUP at any time, effective when posted to the Customer Portal. Customer’s

use of the Services or Third Party Services after changes to the AUP are posted shall constitute acceptance of any changed or additional terms.

Public Network

The Public Network of RocketitS provides public Internet access to Customer servers and data storage services on RocketitS’s network. All Customers are granted

equal access to the Public Network.

Private Network

The Private Network of RocketitS provides Customer with secure private network connectivity from Customer’s private backend network directly to Customer

servers and data storage devices on RocketitS’s internal network and to other Services. Customer may use the Private Network to upload/download content,

administer Customer servers and data storage devices, transmit information between Customer servers and data storage devices, transmit information between

Customer’s private backend servers and Customer servers and data storage devices provided by RocketitS, administer the Customer Content, retrieve data,

access server consoles, and otherwise manage the Customer Content. The Private Network can also be utilized for access during periods of temporary

suspension of Services to Customer as provided under the MSA.

IP Addresses

The IP Address Policy (as described in the Terms of Services) which may be changed from time to time at RocketitS’s sole discretion, is incorporated into this

MSA by reference. Customer acknowledges and agrees to adhere to the IP Address Policy. All IP Addresses assigned to Customer are owned and managed by

RocketitS. Such IP Addresses are non-transferable, and Customer retains no ownership or transfer rights to such IP Addresses. All IP Addresses are assigned by

the RocketitS engineering team on a per VLAN, per server basis. Attempted use by Customer of any unallocated IP Address or any IP Addresses on VLANs not

assigned to Customer is a violation of this AUP.

Prohibited Uses

The following list provides a number of general prohibited uses of the Services and/or Third Party Services that are violations of this AUP. Please note that the

following list does not represent a comprehensive or complete list of all prohibited uses.

Unlawful Activities: The Services and/or Third Party Services shall not be used in violation of any criminal, civil or administrative violation of any
applicable local, state, provincial, federal, national or international law, treaty, court order, ordinance, regulation or administrative rule. This includes, but

is not limited to:

Child pornography
Unlawful gambling activities
Threats, harassment and abuse of any individual, organization or business
Fraudulent activities
Terrorist websites or other sites advocating human violence and hate crimes based upon religion, ethnicity or country of origin
Unlawful high yield investment plans, Ponzi schemes or linking to and or advertising such schemes
Child Pornography: In particular, the Services and/or Third Party Services shall not be used to publish, submit, receive, upload, download, post, use,
copy or otherwise produce, transmit, distribute or store child pornography.

Unsolicited Email: The use of the Services and/or Third Party Services to send or receive mass unsolicited email (“SPAM”). This prohibition includes
the direct sending and receiving of such messages, support of such messages via web page, splash page or other related sites, or the advertisement of

such services. The falsifying of packet header, sender, or user information whether in whole or in part to mask the identity of the sender, originator or

point of origin or knowingly deleting any author attributions, legal notices or proprietary designations or labels in a file that the Customer mails or sends.

Email Bombing: The sending, return, bouncing or forwarding of email to specified user(s) in an attempt to interfere with or overflow email services.
Proxy Email: The use of the Services and/or Third Party Services as a proxy email server to forward email to unrelated Third Parties.
UseNet SPAM: The use of Services to send, receive, forward, or post UseNet unsolicited email or posts. This includes UseNet services located within
the RocketitS network or unrelated networks of Third Parties.

Hacking: The use of the Services and/or Third Party Services or hacking, attacking, gaining access to, breaching, circumventing or testing the
vulnerability of the user authentication or security of any host, network, server, personal computer, network access and control devices, software or data

without express authorization of the owner of the system or network.

Threatening Material or Content: The Services and/or Third Party Services shall not be used to host, post, transmit, or retransmit any content or
material that harasses, or threatens the health or safety of others. In addition, RocketitS reserves the right to decline to provide Services and/or Third

Party Services if the content is determined by RocketitS to be obscene, indecent, hateful, malicious, racist, defamatory, fraudulent, libelous, treasonous,

excessively violent or promoting the use of violence or otherwise harmful to others.

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