Information is in compliance with the principles outlined in the US-EU Privacy Shield Framework, consisting of: Notice; Choice, Accountability
for Onward Transfer; Security; Data Integrity and Purpose Limitation; Access; Recourse; Enforcement and Liability; or (0) Customer has
executed the Data Processing Addendum, and in such case Customer shall fully comply with the Data Processing Addendum. Provider is
certified under the US-EU Privacy Shield Framework and complies with the EU-US Privacy Shield principles in its handling and processing
of Standard Personal Information.
6. CONFIDENTIALITY AND SECURITY.
6.1. Confidential Information. During the course of this Agreement, each party may have access to confidential, proprietary or trade
secret information disclosed by the other party, including, without limitation, ideas, trade secrets, procedures, methods, systems, and
concepts, whether disclosed orally or in writing or stored within the Service, or by any other media (“Confidential Information’). Any
information related to the Service, including Documentation, security information, and API information, shall be deemed to be Confidential
Information of Provider, and any Content shall be deemed to be Confidential Information of Customer. Each party (the “Receiving Party”)
acknowledges that the Confidential Information of the other party (the “Disclosing Party”) contains valuable trade secrets and other proprietary
information of the Disclosing Party and that any such Confidential Information will remain the sole and exclusive property of the Disclosing
Party. Each party will use Confidential Information only for the purpose of performing under this Agreement, restrict disclosure of Confidential
Information solely to its employees and contractors with a need to know, not disclose such Confidential Information to any other entities
unless required to perform the terms of this Agreement, and otherwise protect the Confidential Information with no less restrictive measures
than it uses to protect its own confidential and proprietary information. Information will not be deemed “Confidential Information’ if it: (a) is
generally available to the public (other than through breach of this Agreement); (b) is received from a third party lawfully empowered to
disclose such information without being subject to an obligation of confidentiality; or (c) was rightfully in the Receiving Party’s possession
free of any obligation of confidence at the time it was communicated to the Receiving Party. Notwithstanding the above, the Receiving Party
will not be in violation of the confidentiality restrictions herein with regard to a disclosure that was in response to a valid order by a court,
other governmental body, or pursuant to New Hampshire State law, provided that the Receiving Party provides the Disclosing Party with
prompt written notice prior to such disclosure where reasonably possible in order to permit the Disclosing Party to seek confidential treatment
of such information. A Receiving Party shall promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuse or
unauthorized disclosure of Confidential Information. Nothing herein shall require Customer to violate its own public request laws, provided
however, Customer agrees to notify Provider and provide Provider with an opportunity to object to any public records request, at Provider's
sole expense, prior to disclosing any Confidential Information requested pursuant to a public records request. Provider acknowledges that
there are statutory time frames within which Customer must disclose information subject to New Hampshire's right-to-know law.
6.2. Security. Provider has put in place commercially reasonable information security procedures designed to protect and prevent
unauthorized access to Content and Contact data. Provider will only process Content in accordance with the terms and conditions of this
Agreement and Customer's instructions. Provider's security procedures include physical security, network security, hosted/data security and
web security. Provider may modify its security procedures from time to time in accordance with changes to industry standards, but only in a
manner that retains or increases the stringency of Provider's security obligations.
7. REPRESENTATIONS AND DISCLAIMER
7.1. Mutual Representations. Each party represents and warrants that: (i) it has the full corporate right, power and authority to enter into
this Agreement, to grant the rights granted hereunder and to fully perform its obligations under this Agreement; (ii) the execution of this
Agreement by such party, and the performance by such party of its obligations hereunder, does not and will not violate or conflict with any
agreement to which such party is a party or by which it is otherwise bound; and (iii) when executed and delivered by such party, this Agreement
will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2. Additional Provider Representations. Provider represents and warrants that: (i) the Service will conform in all material respects to
Applicable Law, Provider's Documentation; and (ii) all customer support, training and other services to be performed hereunder shall be
performed in a professional and workmanlike manner consistent with industry standards.
7.3. Disclaimer. Provider makes no representation, warranty or guaranty, that the Service will work with, or be supported by, all protocols,
networks, operating systems or environments; will be error-free; or that all Notifications will be delivered. Customer acknowledges and agrees
that the Service is provided on a best efforts basis and is not designed, intended, authorized or warranted to be suitable for hosting life-
support or EMT-based applications or other critical applications where the failure or potential failure of the Service can cause injury, harm,
death, or other grave problems, including delays in getting medical care or other emergency services, and that any use of the Service to
support such applications is fully at Customer's risk and Customer acknowledges that Provider will not have any liability for issues related to
such use. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION AND RESPONSIBILITY
8.1. Provider General Indemnification. Provider will defend, indemnify, and hold harmless Customer and its employees (“Customer
Indemnitees”) from and against any and all third party actions, losses, awards, liabilities, claims, expenses, damages, settlements, fees,
penalties and costs of every kind and description, including reasonable legal fees and government regulatory fines (collectively, “Losses”).
arising from: (i) any gross negligence or willful misconduct by Provider; or (ii) any breach of Section 6 by Provider.
8.2. Provider IP_Indemnitication. Provider will defend, indemnify, and hold harmless the Customer Indemnitees from and against all
Losses arising out of a claim that the Service directly infringes a copyright or patent issued as of the Effective Date, or other intellectual
property right of a third party. The foregoing obligation of indemnification does not apply where: (a) Customer's use of the Service is not in
compliance with the terms of this Agreement; (b) Customer has modified the Service or any part thereof without Provider's express, written
ONSOLVE, LLC Page 3 of 6 Customer Initials
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
