All services provided by ClearPointe Technology, Inc. ("ClearPointe") to Client hereunder will be subject to the Services Description and Terms and Conditions below (collectively, the "Agreement"). Each of ClearPointe and Client are referred to as a "Party" and together, the "Parties." CLEARPOINTE AZURE SERVICES DESCRIPTION 1. Azure Management and Monitoring. ClearPointe will use commercially reasonable efforts to provide the following Services described in this Section 1 (the "Azure Services") to the extent Client provides reasonable access to Azure Servers (the "Managed Servers"). 1.1 Server Management. ClearPointe will provide the following remote management services with respect to Managed Servers: 1.1.1 Health of Managed Server. (a) Via vendor-supplied monitoring tools and management applications, and other ClearPointe-supplied monitoring utilities, ClearPointe will monitor the following managed server health indicators: (i) All server internals exposed by vendor-supplied monitoring agents. Monitoring will include the following hardware components: CPU, Memory, Disk Array (ii) Verification that automatic services are running at startup. (iii) Disk space thresholds. (iv) CPU utilization. (v) Memory utilization. (vi) System Log, Security Log, and Application Log exceptions. (b) ClearPointe will take the following server health actions: (i) Manage system volume free space. (ii) Notification of low space on data volumes. (iii) Microsoft security / critical updates will be applied after testing when applicable. 1.1.2 Anti-Virus Protection of Managed Server. If Client has purchased the Microsoft Forefront Security products, then ClearPointe will proactively manage the anti-virus protection of Managed Servers 2. Problem Management Services. 2.1 Monitoring and Response Process. ClearPointe monitors the Azure Services 24x7x365. ClearPointe will undertake problem management with respect to the Azure Services as soon as monitoring staff in the Network Operations Center ("NOC") becomes aware of an incident. All incidents, with status or resolution, will be documented by posting updates to the Client's Customer Service folder on the Managed Client Extranet or within the Problem (Incident) Ticket Tracking System. 2.2 Specific Incident Reporting. 2.2.1 ClearPointe will report incidents which impact server health or the availability of Managed Servers to Client by email. Incidents which impact the ability of the Client to receive email will be reported to Client by telephone call. 2.2.2 ClearPointe will report occasions of loss of Internet connectivity or incidents which could result in failure to meet assured responsiveness on monitored services to Client by telephone call. 2.3 Incident Escalation Process. Upon detection by ClearPointe of a non-routine problem that cannot be resolved readily by the Technical Support Analysts within ClearPointe's NOC, a problem incident will be escalated to the ClearPointe Technical Services work group. Escalation of an incident to the Technical Services work group will require a network systems engineer to assist in resolving the problem. If a non-routine issue is identified, the following escalation procedure will be used to ensure that the appropriate technical resources are engaged based on the severity level: SEV 5 – No user impact | If there is no resolution of the problem after 72 hrs, the incident shall be raised to SEV 4. SEV 4 – Minor user impact | If there is no resolution after 48 hrs, the incident shall be raised to SEV 3. SEV 3 – Limited user impact | If there is no resolution after 24 hrs, the incident shall be raised to SEV 2. SEV 2 – Severe user impact | All ClearPointe resources shall be engaged to drive resolution. SEV 1 – Catastrophic event (i.e. natural disaster) | All ClearPointe resources shall be engaged to drive resolution. If Client has disaster recovery plans, ClearPointe will assist with their execution. 3. Network Change Notification. Client shall not make any network change without first notifying ClearPointe via email a reasonable time prior to the proposed change, to provide the opportunity for ClearPointe comment and follow-up. Client acknowledges and agrees that network changes can cause significant "false alarms" and other problems with regard to the Azure Services. If Client fails to provide reasonable notice, or fails to follow ClearPointe's recommendations related to the network change, and such change causes a problem then Client shall pay for ClearPointe's response efforts at ClearPointe's standard hourly rates. 4. Software. 4.1 Client Software. 4.1.1 Licenses and Media. Client is responsible for obtaining all required licenses and sublicenses. Client shall provide all software media displaying a CD-KEY to ClearPointe upon request. 4.1.2 Software Maintenance. Client acknowledges ClearPointe's recommendation of Software Assurance (SA) or other applicable software maintenance. Client's failure to purchase such coverage may require Client to purchase additional licensing in the future in order to maintain services provided under this NOC Services Description. 4.1.3 Authorized Agent. Client shall designate ClearPointe as an authorized agent for requesting actions under any applicable software support and service agreements. 4.2 ClearPointe-Provided Software Services. In some instances, ClearPointe may provide the Client access to third-party software. Such third party software is subject to the license terms provided by the applicable third party vendors. If the Agreement between ClearPointe and Client expires or terminates, then Client must either (i) re-acquire the right to use such third-party software or (ii) cease all use of such software. 5. Service Levels and Service Level Credits. 5.1 General. The measurements and Service Levels set forth in Section 5.2 (the "Service Level Categories") are intended to measure ClearPointe's performance with respect to the Azure Services. The Parties may agree, in writing, to add or substitute new Service Level Categories to achieve a fair, accurate, and consistent measurement of ClearPointe's performance of the Services. 5.2 Service Levels. Subject to the Exclusions defined below, ClearPointe shall use commercially reasonable efforts to meet or exceed the following thresholds with respect to the Azure Services. 5.2.1 Availability. Availability of less than 99.9% for a Managed Device shall be considered a "Service Level Incident." "Availability" of a Managed Device shall mean (a) the total hours such device is functioning as intended during the calendar month, divided by (b) the total hours in such month, excluding any Exclusions. 5.2.2 Responsiveness to Managed Server Failure. We will respond to a managed server alerts within 45 minutes during Service Hours. Failure to respond to a managed server alert within 45 minutes during Service Hours shall be considered a "Service Level Incident." 5.3 Service Level Credits. 5.3.1 General. In the event of a Service Level Incident, Client shall be entitled to a corresponding "Service Level Credit". Service Level Credits shall be credited to Client by ClearPointe against payments that become due to ClearPointe under this Agreement in the succeeding month. A maximum of five (5) Service Level Incidents (and only one per Managed Server) may be credited in one calendar month, and the aggregate monthly maximum for Service Level Credits is $500.00. 5.3.2 Availability. In the event of a Service Level Incident under Section 5.2.1, Client shall be entitled to a corresponding Service Level Credit in the amount of ten percent (10%) of the monthly Service Fee for the affected Managed Server only. 5.3.3 Responsiveness Failure. In the event of a Service Level Incident under Section 5.2.2, Client shall be entitled to a corresponding Service Level Credit in the amount of ten percent (10%) of the monthly Service Fee for the affected Managed Server only. 5.4 Exclusions. ClearPointe (a) may exclude from the determination of ClearPointe's performance of any and all applicable Service Level Categories and (b) shall not be held responsible for failures to provide Services during the period of time for which any of the following exclusions (the "Exclusions") exist: 5.4.1 Loss of Azure functionality; 5.4.2 A defect or malfunction in any hardware or software, not caused by ClearPointe's negligence, which adversely affects ClearPointe's ability to perform the Services; 5.4.3 Hardware or software problems resulting from Client resources not under ClearPointe management; 5.4.4 A Maintenance Window or other agreed-upon period of time necessary for repairs or maintenance; 5.4.5 Changes made to the networking environment by Client were not communicated to ClearPointe in accordance with Section 3; 5.4.6 Hardware or software problems or failures related to a prioritization or reprioritization of tasks by Client; 5.4.7 Circumstances that constitute a Force Majeure Event as defined in the Terms and Conditions; 5.4.8 Any temporary exclusion requested by ClearPointe and approved by Client to implement changes in applications, environments, conversions or system software; 5.4.9 Hardware or software problems resulting from actions or inactions of Client contrary to ClearPointe's reasonable recommendations; 5.4.10 Failure by Client to fulfill its responsibilities or obligations; 5.4.11 Delays or downtime due to any factor outside of ClearPointe's reasonable control; 5.4.12 Loss of Internet connectivity to Client site for any reason; and 5.4.13 A Managed Device is taken out of service by Client 5.4.14 Non-supported software versions. ClearPointe support is limited for devices running software that is no longer supported by vendor. If a system is determined to be unstable and a rebuild is necessary, the required work will be outside of this agreement scope and be billed accordingly. Associated fees will be approved by Client in advance. 6. Definitions. For the purposes of this Agreement, the following terms shall be defined as set forth below. 6.1 Maintenance Windows. The term "Maintenance Window" shall mean the hours of 9:00 PM to 6:00 AM Central Time on weeknights and 7:00 PM to 8:00 AM Central Time on weekends, or such other times as shall be mutually agreed upon in writing by the Parties. Routine server and application maintenance and upgrades will occur during Maintenance Windows. 6.2 Management. The term "management" shall be limited to reasonable effort by ClearPointe to validate service tasks and/or appropriate actions are completed. 6.3 Monitoring. The term "monitoring" shall be limited to notification of services failures by ClearPointe. CLEARPOINTE AZURE TERMS AND CONDITIONS 1. Supplemental Services. ClearPointe will provide Client with certain limited services and equipment needed by Client on a "one-off" or emergency basis (the "Supplemental Services" and collectively with the Azure Services, the "Services") in the event such services are not included within the scope of the Azure Services purchased by Client. ClearPointe will obtain Client's approval prior to providing such Services and, unless otherwise agreed, Client will pay ClearPointe's published rates for such Services. Client will be charged for Supplemental Services in the invoice issued the month following delivery of the Services. ClearPointe will use commercially reasonable efforts to provide Supplemental Services, provided, however, that ClearPointe has no obligation to determine the need for or to provide Supplemental Services. All Supplemental Services are provided on an "as-is" basis and exclude warranties of any kind, whether express or implied. 2. Warranties. 2.1 Services Warranty. ClearPointe warrants that it will perform the Services in a professional and workmanlike manner utilizing properly trained personnel. For any breach of the foregoing warranty, ClearPointe will exercise commercially reasonable efforts to re-perform any non-conforming Services that were performed within the ten (10) business day period immediately preceding the date of Client's written notice to ClearPointe specifying in reasonable detail such non-conformance. If ClearPointe concludes that conformance is impracticable, then ClearPointe will refund the equivalent of one month of fees paid by Client and Client may terminate this Agreement. 2.2 Third Party Products. ClearPointe is not responsible for the performance of any hardware, software or other materials provided by third parties. Product warranties for third party products, if any, are provided by the manufacturers thereof and not by ClearPointe. ClearPointe's sole obligation is to act on behalf of Client to assist in obtaining satisfaction of any such warranty. 3. DISCLAIMERS. 3.1 The express remedies set forth in Section 2 will constitute Client's exclusive remedies, and ClearPointe's sole obligation and liability, for any claim (a) that any Service provided hereunder does not conform to specifications or is otherwise defective, or (b) that the Services were performed improperly. 3.2 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 2, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CLIENT, THE SERVICES AND DELIVERABLES ARE PROVIDED STRICTLY "AS IS," AND NEITHER CLEARPOINTE NOR ITS SUPPLIERS MAKES ANY ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE DELIVERABLES OR SERVICES PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. 3.3 NEITHER CLEARPOINTE NOR ITS SUPPLIERS WARRANTS THAT THE SERVICES OR ANY DELIVERABLES WILL MEET ANY CLIENT REQUIREMENTS NOT SET FORTH HEREIN, THAT ANY DELIVERABLES WILL OPERATE IN THE COMBINATIONS THAT CLIENT MAY SELECT FOR USE, THAT THE OPERATION OF ANY DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF PRE-PRODUCTION (E.G., "ALPHA" OR "BETA") RELEASES OF SOFTWARE ARE PROVIDED TO CLIENT, SUCH COPIES ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. 3.4 Except as may be done in accordance with Section 10, no statement by any ClearPointe employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify this Agreement in any way whatsoever. 4. LIMITATION OF LIABILITY. IN NO EVENT WILL CLIENT, CLEARPOINTE, OR CLEARPOINTE'S SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, SAVINGS, REVENUE, USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION, THAT MAY ARISE IN CONNECTION WITH THIS AGREEMENT, ANY SERVICES OR DELIVERABLES PROVIDED TO CLIENT, OR ANY MATTER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CLEARPOINTE OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY SERVICES OR DELIVERABLES PROVIDED TO CLIENT, OR ANY MATTER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EXCEEDING THE AMOUNT OF FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. NO PARTY WILL BE LIABLE FOR ANY DAMAGES BASED ON ACTIONS OR OCCURRENCES THAT OCCURRED MORE THAN ONE (1) YEAR BEFORE THE OTHER PARTY PROVIDES NOTICE OF THE CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT, AND WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES SPECIFIED HEREIN. 5. Essential Basis of Bargain. Client acknowledges and agrees that the fees charged by ClearPointe in this Agreement reflect the overall allocation of risk between the Parties, including by means of the provisions for limitation of liability and exclusive remedies described in this Agreement. Such provisions form an essential basis of the bargain between the Parties and a modification of such provisions would affect substantially the fees charged by ClearPointe hereunder. In consideration of such fees, Client agrees to such allocation of risk and hereby waives any and all rights, through equitable relief or otherwise, to subsequently seek a modification of such provisions or allocation of risk. 6. Confidential Information. 6.1 Definitions. In the course of providing the Services, either Party (a "Disclosing Party") may provide certain of its Confidential Information to the other Party (a "Receiving Party"). For purposes of this Agreement, "Confidential Information" will mean written, confidential and proprietary information of a Disclosing Party that is not publicly available. All Disclosing Party Confidential Information will remain the property of the Disclosing Party. For purposes of this Agreement, software, documentation, other materials or tools used by ClearPointe in the performance of the Services, including ClearPointe Intellectual Property (as defined in Section 7) will be considered ClearPointe's Confidential Information. Confidential Information will not include information that (a) is previously known to the Receiving Party through no violation of an obligation of confidentiality; (b) is acquired by the Receiving Party without continuing restriction on use; or (c) becomes or is publicly available through no breach by the Receiving Party under this Agreement or any other agreement between the Parties. 6.2 Obligations. The Receiving Party agrees and acknowledges that Confidential Information of the Disclosing Party is entrusted to it in confidence, and the reputation and success of the Disclosing Party depends on maintaining and safeguarding the secrecy of its Confidential Information. The Receiving Party agrees that during the Term of this Agreement and at any time thereafter, it (a) will use the same level of care to protect the confidentiality of the Disclosing Party's Confidential Information as it does to protect its own Confidential Information, but in no event less than a reasonable degree of care, (b) will not use any Confidential Information of the Disclosing Party except for the purposes contemplated under this Agreement, (c) will not, and will not permit others to, disclose, duplicate, transfer, sell, lease, or otherwise make any Confidential Information of the Disclosing Party available to others without the prior written consent of the Disclosing Party, and (d) will not remove, or permit to be removed, any notice indicating the confidential nature of, or the proprietary rights of the Disclosing Party in, the Disclosing Party's Confidential Information. The Receiving Party will return all Confidential Information at the earlier of the termination of this Agreement or upon the request of the Disclosing Party. Notwithstanding the foregoing, ClearPointe may disclose such information as is required to comply with any reporting obligations to its suppliers. 6.3 Subpoena or Order. If the Receiving Party receives service of a subpoena or order or other compulsory instrument issued by or under the authority of a court of competent jurisdiction or by a governmental agency that requests all or any part of the Confidential Information, the Receiving Party will: (a) provide the Disclosing Party with prompt written notice of the existence, terms, and circumstances surrounding such request or requirement; (b) consult with the Disclosing Party on the advisability of taking steps to resist or narrow that request; (c) if disclosure of Confidential Information is required, furnish only such portion of the Confidential Information as the Receiving Party is advised in writing by its counsel is legally required to be disclosed; and (d) cooperate with the Disclosing Party in the Disclosing Party's efforts to obtain an order excusing the Confidential Information from disclosure, or an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed. 7. Proprietary Rights. 7.1 ClearPointe Intellectual Property. The Parties acknowledge and agree that ClearPointe may use proprietary computer software, methodology, techniques, software libraries, tools, algorithms, materials, products, ideas, skills, designs, know-how or other intellectual property owned by ClearPointe or its licensors, and ClearPointe may also create additional intellectual property in the performance of the Services (all of the foregoing, the "ClearPointe Intellectual Property"). Client agrees that any and all proprietary rights to the ClearPointe Intellectual Property, as it existed as of the date hereof and as it may be modified or created in the course of providing the Services, including patent, copyright, trademark, and trade secret rights, to the extent they are available, are the sole and exclusive property of ClearPointe, free from any claim or retention of rights thereto on the part of Client, and Client hereby assigns to ClearPointe any rights it may have in any of the foregoing. Upon termination of this Agreement by ClearPointe for cause, all Client rights to any ClearPointe Intellectual Property will immediately terminate. 7.2 Restrictions. Client will not copy, use, modify, or distribute any ClearPointe Intellectual Property except as expressly permitted in this Agreement. Client will not remove the ClearPointe Intellectual Property from any deliverables or cause or permit the modification, distribution, reverse engineering, decompilation, disassembly or other translation of any ClearPointe Intellectual Property. Client will not alter, change, or remove from the ClearPointe Intellectual Property any identification, including copyright and trademark notices, and further agrees to place all such markings on any copies thereof. 8. Client Responsibilities. 8.1 Provision of Materials and Services to ClearPointe. Client agrees to timely furnish, at its own expense, all personnel, all necessary computer hardware, software and related materials and appropriate and safe work spaces for purposes of ClearPointe performing the Services. Client acknowledges that from time to time (a) ClearPointe may identify additional items that need to be purchased by Client, and (b) changes in Client's systems may be required in order for ClearPointe to meet Client's requirements. In connection therewith, Client agrees to work in good faith with ClearPointe to effectuate such purchases or changes. Client will be responsible for the quality, completeness and workmanship of any item or service furnished by it and for ensuring that the materials provided to ClearPointe do not infringe or violate the rights of any third party. Client will maintain adequate backup for all data and other items furnished to ClearPointe. 8.2 Software Installation or Replication. If ClearPointe is required to install or replicate Client software as part of the Services, Client will independently verify that all such software is properly licensed. Client's act of providing any software to ClearPointe will be deemed Client's affirmative acknowledgment to ClearPointe that Client has a valid license that permits ClearPointe to perform the Services related thereto. In addition, Client will retain the duty and obligation to monitor Client's equipment for the installation of unlicensed software unless ClearPointe expressly agrees in writing to conduct such monitoring. Client will indemnify and hold harmless ClearPointe against all damages and expenses it may incur (including reasonable attorneys' fees and disbursements) related to Client providing infringing materials to ClearPointe or any Client breach of this Section. 9. Dispute Resolution. In the event of any controversy or claim arising from or related to this Agreement, its performance or its interpretation, ClearPointe and Client will in good faith attempt to resolve the dispute within a reasonable period among themselves. Failing such attempt, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration before a single arbitrator in Little Rock, Arkansas, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Neither Party will be obligated under this Section for breaches of Sections 6 or 7.2 hereof or for any other breach as to which injunctive relief is sought. 10. General. 10.1 No High Risk Use. The products and services provided by ClearPointe are not fault-tolerant and are neither designed nor intended for use in a situation where the failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). Client is not licensed to use the Services in, or in conjunction with, High Risk Use. High Risk Use includes, for example: aircraft or other modes of human mass transportation, nuclear or chemical facilities, and Class III medical devices under the U.S. Food, Drug, and Cosmetic Act. 10.2 Export. Client will comply fully with all applicable export laws and regulations of the United States of America, the European Union, and other countries ("Applicable Export Laws") and assure that no deliverables are (a) exported, directly or indirectly, in violation of Applicable Export Laws; or (b) intended to be used for any purposes prohibited by the Applicable Export Laws, including nuclear, chemical, or biological weapons proliferation. The Parties agree not to take any actions that would cause either Party to violate the U.S. Foreign Corrupt Practices Act of 1997, as amended. 10.3 Notice. All notices under this Agreement, including notices of address change, will be in writing and will be deemed to have been given when sent by (a) registered mail, return receipt requested, or (b) a nationally recognized overnight delivery service (such as Federal Express), to the President or General Counsel of the appropriate Party at the relevant address first listed above, or to a Party's address as changed in accord with this Section. 10.4 Legal Expenses. In the event legal action is taken by either Party to enforce its rights under this Agreement, all costs and expenses incurred by the prevailing Party, including reasonable attorneys' fees and court costs, will be paid by the other Party. 10.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any law of a federal, state, or local government, the validity of the remaining portions or provisions will remain in full force and effect. 10.6 Governing Law. This Agreement, and all matters arising under or related hereto, will be governed according to the laws of the State of Arkansas, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 10.7 No Waiver. No failure on the part of either Party to exercise, and no delay in exercising, any right, power, or privilege will operate as a waiver thereof; nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 10.8 Assignment. Neither Party may assign, by operation of law or otherwise, this Agreement or any right or duty arising hereunder to a third party without the other Party's prior written consent. Any purported assignment in violation of this Section will be void. Notwithstanding the foregoing, ClearPointe may assign this Agreement and its rights and obligations hereunder in its sole discretion to a successor entity in the event of an acquisition of ClearPointe, whether by stock or asset purchase, corporate restructuring, or the like. 10.9 No Third-Party Beneficiaries. This Agreement is an agreement between the Parties, and confers no rights upon any of the Parties' employees, agents, contractors or customers, or upon any other person or entity. 10.10 Construction. All references in this Agreement to "Articles," "Sections" and "Exhibits" refer to the articles, sections and exhibits of this Agreement. The words "hereof", "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented, and not to any subdivision contained in this Agreement. The word "including" when used herein is not intended to be exclusive and means "including, but not limited to." The word "or" when used herein is not intended to be exclusive unless the context clearly requires otherwise. 10.11 Force Majeure. Except with regard to any obligation to pay money hereunder, neither Party hereto will be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, telecommunications failure or delay, act of sabotage, riot, accident, delay of carrier or supplier, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond such Party's control (a "Force Majeure Event"). If any such Force Majeure Event does occur, the time to perform an obligation under this Agreement affected thereby will be deemed extended by the length of time such event continues. 10.12 Entire Agreement. This Agreement contains all the agreements, representations, and understandings of the Parties and supersedes any previous understandings, commitments, or agreements, oral or written, with respect to the subject matter of this Agreement. 10.13 Modification. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party that expressly states the sections of this Agreement to be modified; no other act, usage, or custom will be deemed to amend or modify this Agreement. Each Party hereby waives any right it may have to claim that this Agreement was subsequently modified other than in accordance with this Section. 10.14 Effects of Expiration or Termination. Expiration or termination of this Agreement by either Party will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will such termination release Client from any obligation to pay all fees and expenses that have accrued or that Client has agreed to pay under this Agreement up to the date of termination. The Parties' rights and obligations under Sections 3, 4, 5, 6, 7, 8.2, 9 and 10 of these Terms and Conditions will survive termination of this Agreement.