CAMPUS MANAGEMENT CORP. CAMPUSNETINFRASTRUCTURE AS A SERVICE (IaaS) AGREEMENT

WHEREAS, CMC is engaged in part in the business of operating an infrastructure as a service business (“CMC IaaS”);

WHEREAS, under a software license agreement with CMC (the “Master Agreement” or “Software License Agreement”), Customer has licensed certain software; and

WHEREAS, CMC is willing to provide Customer with non-exclusive rights to deploy the approved software on the CMC IaaS in accordance with this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

The general terms (“General Terms”) below apply to CMC IaaS. Specific terms and conditions that apply are contained in the applicable Exhibits. In the event of a conflict between the General Terms and any term contained in an Exhibit, and/or Addendum, the following shall be the order of precedence: the Addendum, the Exhibit and the General Terms.

“Application(s)” means any web or other application Customer creates using the CMC IaaS including any source code written by Customer to be used with the CMC IaaS, or hosted on a Virtual Machine (as defined below).

“CMC Content” means any Content (as defined below) that CMC or any of its affiliates make available in connection with the CMC IaaS (as defined below) to allow access to and use of the CMC IaaS.

“CMC Infrastructure as a Service (IaaS)” means a managed or an unmanaged Virtual Server that is running on the Infrastructure.

“Licensed CMC Software” means software licensed from CMC pursuant to a Master Agreement or Software License Agreement.

“Data Center” means CMC’s secure and fault tolerant managed facility where CMC IaaS is physically located.

“CMC Marks” means any trademark, service marks, service or trade names, logos and other designations of CMC and its affiliates that CMC may make available to Customer in connection with this Agreement.

“Content” means software (including machine images), data, text, audio, video, imagines or other content.

“Customer Content” means Content that Customer or any User (as defined below) (a) runs on the CMC IaaS, (b) causes to interfere with the CMC IaaS, or (c) uploads to the CMC IaaS under Customer’s account or otherwise transfers, processes, uses or stores in connection with Customer’s account.

“Documentation” means the developer guides, user guides and any other technical and operations manuals and specifications for the CMC IaaS provided by CMC.

“Downtime” means unplanned service disruptions to the CMC IaaS. Downtime shall exclude service disruptions arising from Customer’s systems or service providers or service disruptions due to Customer’s own errors. CMC will pass through, on a proportionate basis, to Customer any credits received from its third party hosting provider as a result of the Downtime.

“Infrastructure” means the datacenters, security devices, cables, routers, switches, hosts, computer nodes, physical servers, and other equipment CMC uses to host Virtual Servers (as defined below).

“Login Credentials” mean any password, authentication keys or security credentials that enable Customer’s access to and management of the CMC IaaS.

“Policies” means CMC’s written policies to the extent applicable (e.g., Acceptable Use Policy, E-mail and Anti-Spam Policies) all of which are posted on the CMC web site at http://www.campusmanagement.com/EN-US/aboutUs/Pages/CampusNet.aspx, as may be updated from time to time.

“Production Environment” means the specific environments including hardware, software, and database instance, which are exclusively used as the single authoritative and live system Customer uses for transactional processing. Production Environment excludes any and all testing, training, and other non-live application or environments.

“Third Party Content” means Content made available to Customer by any third party in conjunction with the CMC IaaS.

“User” means any individual that directly or indirectly through another user (a) accesses or uses Customer Content; or (b) otherwise accesses or uses the CMC IaaS under Customer’s account.

“Virtual Servers” means one of any number of isolated server emulations running on a single physical servicer located on the Infrastructure.

2.2    Third Party Content. Third Party Content, such as software applications provided by third parties, may be made available by other entities under separate terms and conditions. Customer is responsible to comply with applicable terms and conditions for Third Party Content. Customer’s use of any Third Party Content is at Customer’s sole risk. CMC is not responsible for providing support to Third Party Content.

Customer understands that not all external Third Party Content may comply with CMC’s information security policies and Customer agrees to submit any new interface or connectivity requirement requests to CMC prior to installation into the Data Center. Third Party Content that does not comply with CMC’s information security policies will not be installed in the Data Center.

2.3    Facilities and Use of Customer Data. CMC will maintain appropriate administration, physical and technical safeguards that adhere to security standards that a reasonably prudent service provider in the same industry would provide under like circumstances to store and process Customer Data. CMC accesses and uses Customer Data only as necessary to provide the IaaS Service, perform or enforce contractual obligations or comply with applicable law. By using the CMC IaaS, Customer consents to the processing and storing of Customer Data. The parties agree that CMC is merely an information technology service provider.

3.1    To the CMC IaaS. Subject to Section 10.2(a)(ii), due to technology advancements and changes to Licensed CMC Software, CMC may change, discontinue or deprecate the CMC IaaS or change or remove features or functionality of the CMC IaaS from time to time. CMC will provide Customer with six (6) months prior notice of any material changes or discontinuance.

4.1    Scope of Services. The CMC IaaS shall include: (i) the deployment and administration of server hardware and the licensed CMC software at the CMC hosting center; (ii) monitoring communication circuit that is reasonably within the control of CMC or CMC’s Internet service provider and hardware availability; (iii) installation of all updates, upgrades, releases, error corrections, and enhancements (except that configuration of new features exposed by such installation will require configuration by Customer or a separate Statement of Work) of the licensed CMC Software; and (iv) routine backups of software and data residing on the data repository location (“Data Repository Location”). This Agreement is strictly for the CMC IaaS described herein and does not grant a license to access or use the CMC software, which must be licensed by Customer under a separate Master Agreement or Software License Agreement, as applicable. The CMC IaaS shall be pursuant to the Service Level Agreement set forth in Exhibit C-4. CMC will not support environments that are not supported/certified by CMC product development or by third party vendors.

4.2    Standard of Performance. CMC agrees to provide the CMC IaaS to and for the benefit of Customer in accordance with the terms of this Agreement, including all Schedules and Exhibits hereto, and use industry practices and methods to avoid, prevent, and mitigate any material adverse effect on the IaaS or the continuity and quality of the services being provided to Customer.

4.3    Infrastructure. CMC shall (i) provide the Infrastructure to meet the functional and performance requirements based on the components defined in Exhibit A; (ii) be responsible for the day-to-day management and maintenance of the Infrastructure required to support the licensed CMC Software and Applications; (iii) monitor the Infrastructure for thresholds and availability 7x24x365; and (iv) administer all operating systems, database, networking, virtualization, including Citrix and VMware, required to operate CMC’s Licensed Software.

CMC will be responsible for software licenses for Microsoft Windows Operating System, Microsoft SQL Server, and Citrix software (if applicable) for non-CMC licensed software. In the case that the Customer requires additional infrastructure/environments to support non-CMC licensed software, then Customer shall be responsible for such licenses.

4.4    Software Licenses. CMC will provide third party software licenses required to operate CMC’s Licensed Software.

4.5    Information Security. CMC will make commercially reasonable efforts to keep Customer’s Content and data appropriately secured against unauthorized access including:

(i) CMC will maintain Internet firewalls to protect Customer’s Infrastructure and Applications from unwanted and inappropriate access;

(ii) CMC requires that all Internet traffic to and from the Infrastructure use encrypted methods to protect the confidentiality of the data stored in the Customer’s Applications;

(iii) CMC will provide a Virtual Private Network (VPN) router at the CMC primary datacenter using IPSec/3DES encryption technologies for connecting the networks between the Data Center and Customer’s premises. Customer must provide a Cisco compatible device on its premises and local IP network configuration that does not conflict with the Data Center private IP addressing. Alternatively, Customer may choose to install a point to point circuit from Customer’s premises network with an endpoint to the Data Center as the primary mode of connectivity. All related expenses and costs for the point to point circuit and the projected date of availability will be Customer’s responsibility;

(iv)    All systems and services in the Data Center are subject to vulnerability scanning to identify any information security risks that may be present and trigger remediation efforts;

(v)    CMC will provide, install and maintain active anti-virus services on all appropriate systems and services installed in the Data Center;

(vi)    CMC requires that all Internet facing application services use SSL communications for proper encryption of data transmitted between the Data Center and Customer; and

(vii)    CMC will maintain regular patch management practices so that newly released security patches are applied to servers supporting Customer’s Applications.

4.6    Data Backup. CMC shall perform a complete backup of the Data Repository Location each night using generally accepted backup procedures (“Backup Data”). The Backup Data shall be maintained at the CampusNet Services colocation center and shall be retained for up to seven (7) days before being destroyed; provided, weekly, CMC shall make a copy of the Backup Data and store it at an off-site storage location (“Off-site Center”). The Backup Data shall be retained at the Off-site Center for twelve (12) months before being destroyed. Upon Customer request and for no additional charge, so long as Customer is not in default of the Agreement, CMC shall provide a copy of the Backup Data on a monthly basis. For an additional charge, Customer may request a copy of the Backup Data on a more frequent basis. The CMC IaaS is operated in a manner designated to provide for high levels of system availability. This includes redundancy for all major system components, or where appropriate, equipment supported by manufacturers providing the CMC IaaS with 24/7/365 service.

4.7    Availability of Service. The CMC IaaS and all Customer Content shall be accessible to Customer’s authorized users 24 hours per day, 7 days a week, excluding scheduled times for maintenance and updates of CMC IaaS infrastructure software of which Customer will be notified in advance, and any Downtime due to Internet outages resulting from failures reasonably outside the control of CMC or CMC’s hosting provider, corruption of Internet route information within a tier 1 internet route server environment, major connectivity failures within or between major tier 1 providers or corruption of internet root level DNS services. In the event that, during any three (3) month period, the Customer Content experiences three or more episodes of Downtime with one or more episodes of Downtime lasting at least six (6) hours each and two (2) or more additional episodes of Downtime lasting at least three (3) hours each, Customer shall have the right to terminate this Agreement upon fifteen (15) days written notice from the last episode of Downtime, within 180 days following the written notice to CMC, without payment of any penalty, which termination right shall be Customer's sole and exclusive remedy for Downtime other than Downtime caused by CMC's willful misconduct.

4.8    Control of Services. CMC shall manage the CMC IaaS. CMC may, in its sole discretion (i) reengineer CMC network components and/or change locations where services are performed; (ii) perform its obligations through its subsidiaries or affiliates, or through the use of selected independent subcontractors; and (ii) modify and/or replace technology or service architectures relating to the services. Notwithstanding clause (ii) above, CMC shall be responsible for such other party’s performance of CMC obligations under CMC IaaS.

4.9    Personnel. CMC will dedicate personnel necessary to perform its responsibilities hereunder. CMC reserves the right to determine the personnel assigned to the CMC IaaS and to replace, rotate or reassign such personnel during the CMC IaaS Term (as defined in Section 10.1 below).

4.10    Services Outside Scope. Any custom services provided outside the scope set forth above shall be engaged under professional services, subject to CMC's requirements, including, without limitation, any billing, and technical requirements. Any changes in federal, state or local requirements, or any Customer specific requirements, including, without limitation, with respect to security or privacy, that result in CMC providing additional services or incurring

costs, shall be billed to and promptly paid by Customer. CMC reserves the right to refuse to provide certain services in the event Customer's requirements are not practicable or changes in law affect CMC’s performance of obligations hereunder.

4.11    Minimization of Planned Service Disruptions. Whenever conditions reasonably permit, the parties will mutually agree on the scope, timing, frequency and duration of any planned service disruptions or delays and will jointly attempt to minimize any unnecessary impact on Customer’s business operations. Routine daily maintenance will be accomplished whenever possible by scheduling between the hours of 10:00 p.m. and 8:00 a.m. Eastern Time. In addition, longer maintenance will be accomplished when possible on weekends between the hours of 6:00 p.m. ET Saturday and 8:00 a.m. ET Monday, unless CMC notifies Customer otherwise. CMC shall monitor the CMC IaaS Services 24/7/365.

4.12    Unplanned Service Disruptions. Downtime may occur from time-to-time. CMC will use commercially reasonable efforts to attempt to prevent Downtime that could impact Customer’s business operations to the extent such factors are within CMC's reasonable control; provided, Customer acknowledges that conditions of Customer and third parties may affect Customer's use of the CMC IaaS, for which CMC shall have no liability or obligations (by way of example and not limitation, Internet disruptions or third party software bugs), although CMC will attempt to coordinate with Customer as reasonably requested to assist to correct the Downtime to the extent practicable.

4.13    Disaster Recovery Plan. Throughout the CMC IaaS Term, CMC shall maintain a disaster recovery plan and the capacity to execute such plan. Upon request by Customer, which shall not be more frequently than annually, CMC shall provide Customer with an executive summary of CMC’s most current disaster recovery plan.

4.14    Disaster Recovery. If the Data Center is damaged, in whole or part, by fire or other casualty at any time during the Term of this Agreement, CMC will promptly and diligently seek to have such damage repaired. If the Data Center is damaged in such a way that prevents CMC from securely delivering its services defined hereunder within a reasonable amount of time, then CMC shall failover the Production Environment and licensed CMC software to CMC’s disaster recovery warm facility. In such event, CMC expects the recovery time to be no more than forty-eight (48) hours, and CMC’s disaster recovery warm facility will support Customer’s Infrastructure at sixty percent (60%) of the Production Environment’s normal operating capacity.

5.1    Technical Data and Information. Customer shall provide CMC with all technical data and all other information CMC may reasonably request from time to time to allow CMC to supply the CMC IaaS to Customer. All information Customer supplies will be complete, accurate and given in good faith.

5.2    Lawful Use. Customer will use the CMC IaaS for legitimate and lawful business purposes only. Any breach of this Section 5.2 will constitute a material breach of this Agreement and in addition to CMC’s termination rights set forth in Section 10.2(b) below, CMC may, at any time and at CMC’s sole option, suspend all or part of the CMC IaaS immediately and until the breach is remediated.

5.3    Content. Customer is solely responsible for the Customer Content that Customer, Users or

subcontractors create, install, upload or transfer on, from or through the CMC IaaS.

5.4    Backups. Customer is solely responsible for backing up all Customer Content on the CMC IaaS to the Data Repository Location. Customer acknowledges and agrees to maintain outside the CMC IaaS a current backup copy of all Content stored in the CMC IaaS.

5.5    Software Updates. Customer acknowledges and agrees that from time to time CMC and third party providers will release critical patches or updates. Customer must agree to not unreasonably delay application of any software or hardware patches or updates identified by CMC as mandatory for use with the CMC IaaS. CMC may elect to discontinue service related to the applications or infrastructure with the identified vulnerability.

5.6    Digital Certificates. Customer agrees that it will provide 128bit, SSL Digital Certificates to support all internet facing services in support of Customer’s environment.

5.7    Customer Relationship Manager. Customer will appoint a relationship manager to manage the relationship established by this Agreement (“Customer Relationship Manager”) who will:

(a)    Coordinate and monitor Customer’s obligations under this Agreement, and serve as the primary liaison with the CMC relationship manager.

(b)    Provide communication on events and reporting problems with the CMC IaaS.

(c)    Provide CMC with an outage communications plan consisting of the name, telephone number including cell phone number, and email address of Customer personnel to be notified in the event of an outage. CMC shall contact Customer promptly regarding an outage or Downtime.

5.8    Connectivity. Customer agrees to provide the high-speed Internet and telecommunications connections and supporting equipment required by CMC to maintain connectivity between Customer’s remote location(s) and the CMC IaaS location. Customer will bear the costs of such connections and supporting equipment. CMC may assist Customer in defining such connectivity in which case Customer may, at CMC’s discretion, be billed for such professional services.

5.9    Software Licenses. CMC software and the CMC IaaS use many components of Microsoft products. At all times during the CMC IaaS Term, Customer is required to hold a basic Microsoft^® Office license for each Customer computer that will be used on the CMC IaaS. To the extent applicable, Customer’s statement attesting to the existence of such valid license is attached as Exhibit C-2.

5.10    Print Drivers. CMC uses the Citrix universal print driver. Other printers may work, but Customer acknowledges that formatting and functionality may fail on any non-compliant printing standards or drivers. Customer may require assistance from its authorized printer vendor.

6.1    Security. CMC IaaS provides Customer with certain software and functionality to help Customer protect Customer Content from unauthorized access. Customer shall properly configure and use the CMC IaaS so that it is suitable for Customer’s use. Customer is responsible for maintaining appropriate security and protection of Customer Content, which may include the use of encryption technology to protect Customer Content from unauthorized access. Customer is

responsible for providing any necessary notices to Users and obtaining any legally-required consents from Users concerning use of the CMC IaaS. Customer is solely responsible for complying with any laws or regulations that might apply to Customer Content. Login Credentials are for Customer’s internal use only. Customer is responsible for any use that occurs under Login Credentials. If Customer believes an unauthorized User has gained access to Login Credentials, Customer will notify CMC immediately. Neither CMC nor its affiliates are responsible for any unauthorized access to or use of Customer’s account. If CMC determines that there has been unauthorized access to, or use or disclosure of, Customer Content, CMC shall use commercially reasonable efforts to notify Customer, taking into account any applicable law, regulation, or governmental request.

6.2    Transfer of Data. Customer consents that CMC shall store Customer Content in the United States. CMC transfers Customer Data solely pursuant to CMC’s Backup Data obligations as set forth in Section 4.6 above. By uploading Customer Content into the CMC IaaS, Customer may transfer and access Customer Content from around the world, including to and from the United States. To the extent that Customer provides Customer Content in connection with CMC customer support, Customer consents that CMC may handle Customer Content in any country in which CMC or its affiliates maintain facilities. It is the responsibility of Customer to ensure that Customer complies with applicable law with respect to transferring data across geographical locations.

6.3    Compliance with Laws. CMC shall comply with all laws applicable to our provision of the CMC IaaS, including applicable security breach notification laws, but not including any laws applicable to Customer that are not generally applicable to information technology service providers. Customer shall comply with all laws applicable to Customer Data and Customer’s use of the CMC IaaS, including any laws applicable to Customer.

7.1    General. The pricing for the CMC IaaS provided herein is set forth in Exhibit A.

7.2    Late Fees. Any amount invoiced under this Section 7 and not paid in full as required herein shall bear interest at the lesser of 1.5% per month or the highest rate allowed by applicable law, and shall be subject to reasonable costs and attorney's fees related to collection. Upon written notice, CMC reserves the right to suspend any or all services to delinquent accounts until such time as the account is brought current and Customer agrees to hold CMC harmless for any interruption of CMC IaaS arising from any payment delay.

7.3    Taxes. Customer will promptly pay, indemnify and hold CMC harmless from all taxes on the CMC IaaS, including transaction, local, value-added, sales and service taxes, other than taxes on the net income or profits of CMC. Subject to any applicable laws, the foregoing will not apply to the extent Customer is formed as a not-for-profit or publically funded state organization and promptly provides CMC an applicable tax exempt certificate. All prices quoted are net of taxes.

7.4    Disputed Invoice. Customer may withhold any invoiced line item amounts due hereunder if it, in good faith, disputes the item in a detailed writing within twenty (20) days of receipt of the invoice and promptly pays the undisputed amounts. CMC reserves the right to cease work without prejudice if undisputed amounts are not paid within thirty (30) days after the date of the invoice. CMC may allocate

payments received to fees and expenses in its sole discretion and Customer’s communications on or with payments shall not be construed as a novation.

8.1    Payment Schedule. CMC will bill Customer as further described in Exhibit A.

8.2    Billing and Payment Dates. CMC will bill Customer monthly by the 10^th of the following month as set forth in Exhibit A. Customer shall pay CMC in full on or before the fifteenth (15^th) day following the date of the invoice. If Customer falls into arrears on payments, CMC may require Customer to maintain a deposit as a condition to CMC continuing to provide the CMC IaaS.

8.3    Changes. Customer may request to expand the CMC IaaS by delivering a written request and entering into a mutually executed Addendum.

9.1    Generally. CMC may suspend Customer’s right to access or use any portion of all of the CMC IaaS immediately upon notice to Customer if:

(a)    Customer’s use of the CMC IaaS (i) poses a security risk to the CMC IaaS or any third party; (ii) may adversely impact the CMC IaaS or the systems or Content of any other CMC customer; (iii) may subject CMC, its affiliates or any third party to liability; (iv) may be fraudulent; or (v) violates Policies;

(b)    Suspension is required pursuant to CMC’s receipt of a subpoena or other request by a law enforcement agency; or

(c)    Customer is in breach of this Agreement, including Customer is delinquent on its payment obligations (except for Section 7.4 above) for more than 30 days.

9.2     Effect of Suspension. If CMC suspends Customer’s right to access or use any portion or all of the CMC IaaS:

(a)    Customer is responsible for all fees and charges Customer has incurred through the date of suspension;

(b)    Customer remains responsible for any applicable fees and charges for any CMC IaaS to which Customer continues 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; and

(c)    Customer will not receive any service credits under the Service Level Agreement for any period of suspension.

CMC will not erase any Customer Content as a result of Customer’s suspension. CMC’s right to suspend Customer’s access to CMC IaaS is in addition to CMC’s right to terminate this Agreement pursuant to Section 10 below.

10.1    Term. The CMC IaaS will commence on the Commencement Date and will continue for the period specified in Exhibit A (“CMC IaaS Term”).

10.2    Termination.

(a)    Customer: Customer may terminate this Agreement:

(i)    with cause in the event CMC materially breaches its obligations under the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from Customer.

(ii)    early upon sixty (60) days written notice and payment of early termination fee as set forth in Exhibit A.

(iii)    pursuant to Section 4.7, Availability of Service, set forth above.

(b)    CMC. CMC may terminate this Agreement:

(i)    with cause in the event Customer materially breaches its obligations under the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from CMC.

(ii)    immediately upon notice to Customer: (A) for cause, if any act or omission by Customer results in a suspension described in Section 9.1 above; (B) if CMC’s relationship with a third party who provides software or other technology CMC uses to provide the CMC IaaS expires, terminates or requires CMC to change the way it provides the software or other technology as part of the CMC IaaS; (C) if it is CMC’s good faith belief that providing the CMC IaaS service offering to the entire customer base creates a substantial economic or technical burden or material security risk for CMC; (D) in order to comply with the law or requests from governmental entities; or (E) if CMC determines that the use of the CMC IaaS has become impractical or unfeasible for any legal or regulatory reason.

10.3    Effect of Termination. Upon termination of the CMC IaaS for any reason, CMC will disable Customer’s access to the CMC IaaS and Customer shall promptly pay all amounts due. Each party shall promptly return or destroy any of the other party’s Content or Confidential Information (as defined below). CMC may erase Customer Content stored on the Infrastructure thirty (30) days after the date of termination. Customer will pay CMC its reasonable fees and expenses on a time and material basis if CMC assists Customer with the transition of Customer Content.

11.1    Confidential Information. Neither party nor any third party acting on its behalf will for any reason at any time use or disclose any proprietary information of the other party, including, without limitation, relating to the processes, techniques, work practices, customers, prospective customers, suppliers, vendors, business practices, strategies, business plans, financial information, marketing, third party licenses, products, proprietary rights or trade secrets of the other party (collectively the “Confidential Information”). Each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses in safeguarding its own Confidential Information, but not less than due diligence and care, to prevent the theft, disclosure, copying, reproduction, distribution and preparation of derivative works of the other party's Confidential Information. Either party may disclose Confidential Information to its employees, independent contractors and advisors that have a need to know in the course of their assigned duties and responsibilities in connection with the Agreement, provided such parties are bound by legally binding obligations to protect such Confidential Information in a manner consistent with the Agreement.

11.2    Exceptions. Confidential Information does not include (i) information already known or independently developed by the recipient without use or reliance on the other party’s Confidential Information, as evidenced by records, (ii)

information in the public domain through no wrongful act of the recipient, or (iii) information received from a third party who was not under a duty of non-disclosure.

11.3    Disclosure Required by Law. If one party (the “Receiving Party”) is required by a lawful order from any court or agency of competent jurisdiction to disclose Confidential Information of the other party (“Disclosing Party”), the Receiving Party shall promptly notify the Disclosing Party of such order so that the Disclosing Party may take reasonable steps to limit further disclosure, including obtaining a protective order or other reasonable assurance that confidential treatment will be accorded to the Confidential Information. If, in the absence of a protective order, the Receiving Party is compelled as a matter of law to disclose Confidential Information, the Receiving Party will use reasonable efforts to disclose only the Confidential Information that is required by law to be disclosed.

With respect to publically funded state institutions, CMC acknowledges that certain information and documents may be subject to public records laws, and Customer shall provide CMC an opportunity to review and object to disclosure (including obtaining a protective order) pursuant to state law.

11.4    Remedies. Confidential Information shall remain the sole property of the Disclosing Party or its respective licensor. In the event of a breach or threatened breach of this provision, the Disclosing Party shall be entitled to obtain preliminary injunctive relief, without posting bond, to prevent the use and disclosure of such Confidential Information, in addition to all other remedies available at law and in equity.

12.1    CMC Content; CMC IaaS; License Grant. CMC, its affiliates and licensors own and reserve all right, title and interest in and to the CMC IaaS and CMC Content, including all improvements, enhancements, modifications and derivatives works thereof. CMC shall have a royalty-free, worldwide, perpetual license to use or incorporate into the CMC IaaS and Documentation any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the operation of the CMC IaaS or Documentation. CMC grants Customer a non-exclusive and non-transferable license to do the following: (i) access and use the CMC IaaS solely in accordance with this Agreement; and (ii) copy and use the CMC Content solely in connection with Customer’s permitted use of the CMC IaaS.

12.2    Restrictions. Customer shall not (and shall not permit any User, employee, contractor or other party to): (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract the source code of the CMC IaaS or any component thereof; or (ii) resell or sublicense the CMC IaaS.

12.3    Customer Content. Customer or Customer’s licensor own all right, title and interest in and to Customer Content. Except as provided in this Section 12, CMC obtains no rights under this Agreement to Customer Content. Customer consents to CMC’s use of Customer Content to provide the CMC IaaS to Customer. CMC may disclose Customer Content to provide the CMC IaaS to Customer and User or comply with any request of a governmental or regulatory body.

12.4    Trademarks and Copyrights. Third parties retain trademark, copyright and other proprietary rights in and to Third Party Content. CMC retains all right, title and interest to CMC Marks.

13.1    CMC’s Limited Warranties. CMC represents, warrants and covenants that:

(a)    CMC has the authority to enter into this Agreement.

(b)    Neither it entering into nor its performance of this Agreement conflicts with or creates a breach of contract or obligation to which it is bound.

(c)    CMC shall perform the CMC IaaS in a professional and workmanlike manner.

(d)    CMC, in the operation of its business, shall remain at all times during the Agreement in compliance in all material respect with applicable federal, state and local laws, including, without limitation, all applicable U.S. Department of Education rules and regulations.

13.2    Customer’s Limited Warranties. Customer represents, warrants and covenants that:

(a)    Customer has authority to enter into and perform in accordance with the provisions of this Agreement.

(b)    Neither it entering into nor its performance of this Agreement conflicts with or creates a breach of contract or obligation to which it is bound.

(c)    No Customer Content on the CMC IaaS is illegal, defamatory, malicious, harmful or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.

(d)    Customer will not attempt to circumvent or disable any of the security-related, management or administrative features of the CMC IaaS.

(e)    Customer, in the operation of its business, shall remain at all times during the Agreement in compliance in all material respects with applicable federal, state and local laws, including, without limitation, all applicable U.S. Department of Education rules and regulations.

14.    DISCLAIMER OF WARRANTIES. THE CMC IAAS IS PROVIDED “AS IS”. CMC AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE CMC IAAS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE CMC IAAS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CUSTOMER CONTENT OR THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. CUSTOMER ACKNOWLEDGES THAT CMC DOES NOT CONTROL OR MONITOR THE TRANSFER OF DATA OVER THE INTERNET, AND THAT INTERNET ACCESSIBILITY CARRIES WITH IT THE RISK THAT CUSTOMER’S PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY MAY BE LOST OR COMPROMISED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, CMC, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FORM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

15.    LIMITATION OF LIABILITY. EXCEPT FOR THE OBLIGATIONS HEREIN TO INDEMNIFY AGAINST THIRD

PARTY CLAIMS OR BREACH OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST SAVINGS, PROFIT OR BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. IN ADDITION, EXCEPT WITH RESPECT TO A WILLFUL BREACH, BREACH OF INTELLECTUAL PROPERTY RIGHTS, OR OBLIGATIONS HEREIN TO INDEMNIFY AGAINST THIRD PARTY CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID FOR CMC IAAS DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ANY SUCH CAUSE OF ACTION AROSE.

The foregoing limitation of liability shall not be construed as an express or implied waiver by a publically funded state institution of its governmental immunity or as an express or implied acceptance by the institution of liabilities arising as a result of actions which lie in tort or could lie in tort in excess of the liabilities allowed under applicable state law.

16.1    Customer. Customer shall indemnify, defend and hold harmless CMC and its affiliates, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any third party claims based on: (i) Customer’s use of the CMC IaaS or any Customer Content; (ii) Customer’s breach of this Agreement or violation of applicable law; (iii) the alleged infringement or misappropriation of third party rights by Customer Content or by the use, development, design, production, advertising or marketing of Customer Content; (iv) Customer’s relationship with third party software providers for software installed or stored in the CMC IaaS; or (v) Customer’s failure to use reasonable security precautions. Furthermore, if CMC or its affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described in this Section 16.1, Customer shall also reimburse CMC for reasonable attorneys’ fees and costs and shall pay CMC on a time and material basis for time and materials spent.

16.2    CMC. CMC shall indemnify, defend and hold harmless Customer and its affiliates, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any third party claims based upon the CMC IaaS infringing or misappropriating any U.S. patent, copyright, or trademark of such third party. Notwithstanding the foregoing, in no event will CMC have any obligations or liability under this Section 16.2 arising from: (i) Customer’s use of CMC IaaS in a modified, unauthorized or unintended form; (ii) Customer’s violation of this Agreement; (iii) Customer’s use of the non-current versions of the CMC IaaS; or (iv) any Customer Content.

16.3    Process. The indemnified party shall promptly notify the indemnifying party of any claim subject to this Section 16, but the indemnified party’s failure to promptly notify the indemnifying party will only affect the indemnifying party’s obligations under this Section 16 to the extent that the indemnified party’s failure prejudices the indemnifying party’s ability to defend the claim. The indemnifying party may: (i) use counsel of its choice (subject to the indemnified party’s written consent); and (ii) settle the claim as the indemnifying party deems appropriate, provided that the indemnifying party

obtains the indemnified party’s prior written consent before entering into any settlement. The indemnified party may also assume control of the defense and settlement of the claim.

Publically funded state institutions shall be liable for damages incurred by CMC, but shall not be required to also indemnify CMC to the extent applicable state laws expressly prohibit the institution from indemnifying CMC.

17.1    Dispute Resolution. The parties agree that prior to commencing any legal action, all disputes between them shall be submitted for informal resolution to their respective chief operating officers or his/her authorized designee with power to bind his/her respective company. The representatives shall meet within ten (10) days at a mutually agreeable location, but shall not be required to meet for more than two (2) business days; the timeline for performance of each party’s obligations hereunder shall be tolled proportionately until, in accordance with the foregoing, the dispute is resolved or the parties stop meeting without having resolved such dispute. Provided, the foregoing process shall not require a party to delay obtaining any injunctive relief or equitable remedies based on a claim arising from the other party’s breach of intellectual property, confidentiality or non-solicitation obligations.

17.2    Jurisdiction; Venue. The parties agree that no oral or written representation made during the course of any settlement discussions shall constitute a party admission. If the parties are still unable to reconcile their differences in accordance with the foregoing procedures, each party hereby agrees that any controversy or claim, whether based on contract, tort or other legal theory, arising out or relating to the Agreement, shall be maintained exclusively in the jurisdiction and venue of the courts sitting in and for Palm Beach County and the Southern District of Florida. The prevailing party shall be entitled to reimbursement of reasonable attorneys' fees and costs. The parties expressly waive right to trial by jury.

The foregoing choice of venue shall not apply to publically funded state institutions to the extent applicable state laws expressly prohibit the institution from litigating outside of its home state.

17.3    Governing Law. The Agreement shall be governed by and construed in accordance with the substantive laws of Florida, without regard to conflict of laws principles. The parties expressly opt out of the application of the UN Convention on the International Sale of Goods.

The foregoing choice of law shall not apply to publically funded state institutions to the extent applicable state laws expressly prohibit the institution from litigating under a foreign state law.

18.    ASSIGNMENT. CMC hereby agrees it shall not withhold consent to Customer’s assignment of the Agreement, in its entirety, in connection with the sale or acquisition of Customer of all or substantially all of the business assets or voting control, provided Customer and the assignee have fulfilled the following conditions prior to the transfer: (i) Customer shall provide written notice to CMC of the proposed assignment at least thirty (30) days prior to the date of such transaction; (ii) the assignee shall assume all liabilities under the Agreement and be bound to the Agreement; and (iii) Customer and assignee (if assignee is a CMC customer) shall not be in material breach of any agreement with CMC at the time of the transaction.

19.    NOTICES. Notices sent to either party shall be effective when delivered in person or transmitted by fax

machine with printed confirmation page (if delivered after 5:00 p.m. recipient's local time, then effective the next business day), one (1) business day after being sent by overnight courier, or two (2) business days after being sent by first class mail postage prepaid to the address on the first page hereof or such other address as a party may give notice in the same manner set forth in this Section 19.

20.    FORCE MAJEURE. Neither party shall be liable for any delay in performing its obligations under the Agreement, if such delay is caused by circumstances beyond the party’s reasonable control, including without limitation, any acts of God, war, terrorism, floods, windstorm, labor disputes, change in laws or regulations, public health risks or epidemics, or delay of essential materials or services. In the event a non-performance or a delay in performance of obligations under the Agreement is due to a force majeure event, the period of performance shall be extended by the delay due to such event and any additional time that the parties may mutually agree is necessary for the remobilization of personnel and resources. However, the party not affected by the force majeure shall have the right to terminate the Agreement without penalty if the party affected by the force majeure event is unable to resume full performance within thirty (30) days of occurrence of the event.  

21.    INDEPENDENT CONTRACTOR STATUS; COMPLIANCE WITH LAW. Each party and its personnel are independent contractors in relation to the other party with respect to all matters arising under the Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Each party shall remain responsible, and shall indemnify and hold harmless the other party, for the withholding and payment of all federal, state and local personal income, wage, earnings, occupation, social security, worker's compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements (under ERISA, state law or otherwise) now existing or hereafter enacted and attributable to themselves and their respective personnel. Each party shall comply with all applicable federal and state laws, rules and regulations, in effect or hereafter established, applicable to discrimination and unfair employment practices.

Publically funded state institutions shall be liable for damages incurred by CMC, but shall not be required to also indemnify CMC, to the extent applicable state laws expressly prohibit the institution from indemnifying CMC.  

22.    AUDIT; COOPERATION. CMC reserves the right to verify compliance with this Agreement. In the event of an audit, Customer shall provide information or other materials reasonably requested by CMC. CMC monitors the overall performance and stability of the CMC IaaS. Customer shall not block or interfere with this monitoring. In the event that CMC reasonably believes that a problem with the CMC IaaS may be attributable to Customer’s use or Customer’s Content, then Customer shall cooperate with CMC to identify the source of the problem.

23.    EXPORT LAWS. Customer shall comply with all export and import laws and regulations of the United States and such other governments as are applicable. Customer hereby certifies that it will not directly or indirectly, export, re-export, or transship software or related information, or media in violation of United States laws and regulations.

24.    U.S. GOVERNMENT LICENSING. With respect to the procurement of any CMC IaaS by or for the U.S. Government, any software provided in connection with the CMC IaaS is commercial computer software. To the extent

applicable, the use, duplication, or disclosure by the Government is subject to restrictions as set forth in the Agreement and are licensed with “Restricted Rights” as provided for in FAR 52.227-14, FAR 52.227-19(c), DFAR ###-###-####, and other agency data rights provisions, as applicable. Customer is responsible for ensuring that copies are marked with a restricted rights notices and legends. CMC reserves all rights not expressly granted to Customer.  

25.    PROMOTIONAL MATERIALS. CMC may use Customer’s name and reference the existence of the Agreement and ancillary agreements (without referencing detailed terms and pricing) in marketing materials and presentations.   

26.    MISCELLANEOUS. This Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous communications, whether written or oral. The Agreement may be modified or amended only by the mutual written agreement of the parties. In the event of a conflict between the Agreement and any term contained in an Exhibit or an Addendum, the following shall be the order of precedence: the Addendum, the Exhibit, the General Terms. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. Headings are for reference purposes only and have no substantive effect. The provisions which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement. Copies of the Agreement and notices generated in accordance herewith shall be treated as original documents admissible into evidence, unless a document's authenticity is genuinely placed into question. The Agreement may be executed in counterparts, each of which shall be deemed an original and together shall be deemed the entire Agreement.

AGREED AND ACCEPTED by the undersigned authorized representatives of the parties as of the date first set forth above.

Date: Jun 30, 2016                                           

By: /s/ Anders Nessen                                  

Print: Anders Nessen                                       

Title: CFO