SOFTWARE SERVICES AGREEMENT

This is an Agreement for the software services provided by Impact Factors, LLC, a Texas limited liability company (“Impact Factors”) to the individual or organization utilizing the services (“Client”). Impact Factors and Client are collectively referred to in this Agreement as the “Parties.”

1 SOFTWARE SERVICE

1.1 Provision of Service. Subject to the terms and conditions of this Agreement and during the Term, Impact Factors shall make the Service available to Client solely for Client’s internal operations. The terms of this Agreement shall also apply to updates, and upgrades subsequently provided by Impact Factors to Client for the Service. Impact Factors shall provide the Service and may update the functionality and user interface of the Service from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Service and Clients’ use of the Service.

1.2 Restrictions. Client is responsible for all activities conducted under its User logins and for its Users’ compliance with this Agreement. Client’s use of the Service shall not include service bureau use, outsourcing, renting, reselling, sublicensing or time-sharing of the Service. The license granted herein is not a concurrent user license. Client shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form; (b) use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service; (c) use the Service in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (d) publish, post, upload or otherwise transmit client data that contains any viruses, Trojan horses, worms, rootkits, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (e) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Service.

2 LICENSE TERM, FEE, PAYMENT & TAXES, NOTICES

2.1 Term of Agreement. The initial term (“Initial Term”) of this Agreement shall be for one year from the date of this Agreement, unless earlier terminated pursuant to Section 5.1 (Termination), and the term shall automatically be extended for successive renewal terms of one (1) year each (“Renewal Term”) (collectively “Term”), unless Client provides written notice of nonrenewal to Impact Factors at least one (1) day before the expiration of the then current term.

2.2 Fees and Payment. The Service shall be provided without fees or payment from Client.

2.3 E-mail and Notices. Client’s email address for communication and notice purposes relating to this Agreement is as specified below Client’s signature, or subsequent email addresses as advised by Client. Client agrees to accept emails from Impact Factors at the e-mail address provided. Impact Factors may provide any and all notices, statements, and other communications to Client through either e-mail, posting on the Service (or other electronic transmission) or by mail or express delivery service. Impact Factors recommends that the main and billing contact email addresses be group addresses (such as billing@Client.com) so that notices are reviewed promptly and not delayed due to the absence of one individual. In addition, Impact Factors may rely and act on all information and instructions provided to Impact Factors from the above-specified e-mail address.

3 WARRANTIES AND INDEMNIFICATIONS

3.1 Disclaimer of Warranties. Impact Factors DOES NOT REPRESENT THAT CLIENT’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CLIENT’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THERE ARE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CLIENT ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CLIENT’S PURPOSES.

3.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY DIRECT DAMAGES, OR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

3.3 Exceptions. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE INDEMNITY OBLIGATIONS SET FORTH BELOW. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Client.

3.4 Client’s Indemnity. Client shall indemnify, defend, and hold Impact Factors harmless from and against any and all Losses resulting from a claim, suit, action, or proceeding brought by any third party against Impact Factors that arises out of or results from a claim by a third-party (i) alleging that the Client data or any trademarks or service marks other than Impact Factors Marks, or any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or (ii) arising out of Client’s breach of Section 1.2 (Client’s conduct) or 4.2 (Confidential Information) above, provided that Impact Factors (a) promptly provides Client notice of the claim, suit, action, or proceeding; (b) gives Client sole control of the defense and related settlement negotiations; and (c) provides Client with all reasonably available information and assistance necessary to perform Client’s obligations under this paragraph.

3.5 Survival. The indemnification obligations contained in this Article shall survive termination of this Agreement for one year.

4 CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS

4.1 Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means the terms of this Agreement including the pricing and other terms reflected in all Estimates, Client data, Impact Factors technology and technical information, product designs, business and marketing plans and business processes, and all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is clearly identified in writing or verbally at the time of disclosure as confidential. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; or (4) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party.

4.2 Mutual Duty of Confidentiality. Receiving Party agrees: (a) to keep confidential all Confidential Information disclosed to it by the Disclosing Party; (b) not to use or disclose the Confidential Information of the Disclosing Party except to the extent necessary to perform its obligations or exercise rights under this Agreement, except with the Disclosing Party’s prior written consent; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation.

4.3 Intellectual Property Rights. Client agrees that all rights, title and interest in and to all intellectual property rights in the Service are owned exclusively by Impact Factors or its licensors. Except as provided in this Agreement, the license granted to Client does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. In addition, Impact Factors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Client, including users, relating to the operation of the Service. Any rights not expressly granted herein are reserved by Impact Factors. Impact Factors service marks, logos and product and service names are marks of Impact Factors. Client agrees not to display or use any of these service marks, logos, or product or service names in any manner without Impact Factors’s express prior written permission. The trademarks, logos and service marks of third party application providers, if any, are the property of such third parties. Client is not permitted to use such marks without the prior written consent of such third party which may own the trademark, logo, or service mark.

5 MODIFICATION, TERMINATION, AND SUSPENSION

5.1 Termination and Expiration. Either party may immediately terminate this Agreement by giving thirty (30) days written notice to the other party. Upon termination or expiration of this Agreement, Client shall have no rights to continue use of the Service.

5.2 Handling of Client Data in the Event of Termination. Client agrees that following termination of Client’s account and/or use of the Service, Impact Factors shall retain Client’s data for a period of 90 days. During this period and upon Client’s request, Impact Factors will grant Client limited access to the Service for several days for the sole purpose of permitting Client to retrieve Client’s data. Client further agrees that Impact Factors shall not be liable to Client nor to any third party for any termination of Client access to the Service or deletion of Client data.

5.3 Modification or Discontinuation of the Service. Impact Factors may make modifications to the Service or particular components of the Service from time to time and will use commercially reasonable efforts to notify Client of any material modifications. Impact Factors reserves the right to discontinue offering the Service at the conclusion of Client’s then current Term. Impact Factors shall not be liable to Client nor to any third party for any modification of the Service as described in this Section.

6 GENERAL PROVISIONS

6.1 Relationship of Parties. This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although Impact Factors reserves the right to name Client as a user of the Service.

6.2 Integrated Agreement. This Agreement, including all exhibits and/or Solution Scope Checklists represent the entire agreement of the parties and supersedes all prior discussions, emails, requests for proposal and/or agreements between the parties and is intended to be the final expression of their Agreement. There are no other verbal agreements, representations, warranties undertakings or other agreements between the parties. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by Client in connection to this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Impact Factors to object to such terms, provisions, or conditions.

6.3 Amendment. The Agreement shall not be modified or amended, except as expressly set forth herein, or in writing and signed by both parties, or by a properly executed Solution Scope Checklist..

6.4 Governing Law and Attorney’s Fees. This Agreement shall be governed in accordance with the laws of the State of Texas and any controlling U.S. federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Service) shall be subject to the exclusive jurisdiction of the state and federal courts located in Texas. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and/or costs. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

6.5 Waivers and Force Majeure. A waiver of any breach under this Agreement should not constitute a waiver of any other breach or future breach. Neither party shall be liable for any loss or delay (including failure to meet the service level commitment) resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage (other than those involving Impact Factors employees), internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event.

6.6 Survival of Provisions. Sections 2.2 through ?, Article 3, and Section 5.2 of this Agreement shall survive the termination or expiration of this Agreement. This Agreement may be executed in counterparts and/or by facsimile or electronic signature and if so executed shall be equally binding as an original copy of this Agreement executed in ink by both parties.

6.7 Ownership of Intellectual Property. All text, graphics, music, recordings and content provided by Client for the Service belongs to Client, and is copyrighted and protected by U.S. and other law. All rights are reserved to Client. Impact Factors, LLC may not duplicate Client-provided content (including recorded broadcast, video, graphics and/or photos) from this or any Client web sites for any purpose other than the Service without the express written permission of Client. Notwithstanding any permission given, Client logos may not be used in connection with any product or service that in any manner disparages or discredits Client.

CLIENT ACKNOWLEDGES THAT HE, SHE, OR IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS, AND THE PERSON INDICATING APPROVAL HAS BEEN AUTHORIZED TO DO SO.