Terms & Conditions

General Terms and Conditions

Red E Charge, LLC. Purchase of Products and / or Services.

1. Agreement.

These General Terms and Conditions (“Terms”) govern Company’s purchase of electric vehicle (EV) charging stations and related services from Red E. All requests for the purchase of products and services or modifications of products and services purchased from Red E are subject to acceptance or rejection by Red E in its sole discretion.

When Red E issues an Invoice to Company and Company accepts the Invoice, these Terms, and Exhibits A, B, and C to these Terms are incorporated by reference and together constitute the full and final agreement between Red E and Company (“Agreement”).

Any additional printed terms and / or conditions in Company’s purchase order or other documents conflicting with or adding to these terms, shall be of no force and effect, unless an authorized representative of Red E agrees in writing to accept such additional terms and /or conditions.

Company accepts an Invoice when it: 1) signs the Invoice (physically or electronically); 2) indicates in writing that it accepts the invoice including by email; 3) makes any payment on the Invoice, including a deposit; or 4) creates an account on the Red E Customer Portal.

This Agreement may not be modified by course of dealing, course of performance or usage of trade. This Agreement supersedes all previous written or oral quotations, statements, or agreements.

2. License.

When the Invoice provides for installation or servicing of Red E products and / or services, Company grants a non-exclusive irrevocable license to Red E to install and service the EV Charging Stations at the Site, for the Term and any Renewal Term.

3. Initial Inspection Period.

Notwithstanding anything to the contrary contained in this Agreement, if the Invoice provides for the installation of EV Charging Stations or other Equipment, Red E shall have a period of up to thirty (30) days from when Red E receives Utility Sign Off, to determine that the Site is satisfactory for the installation of EV Charging Stations at the price on the Invoice.

If Red E determines in its sole and exclusive discretion, that the Site is not satisfactory for the installation of EV Charging Stations it must give written notice to the Company within seven (7) days that the Site is not suitable for installation of EV Charging Systems, at which point any services for the installation of EV Charging Systems shall be stricken from Invoice and payment made by the Company for the installation of EV Charging Systems or Equipment will be refunded to Company.

4. Application for Grants and / or Rebates.

If requested by Company Red E may, but is not obligated to, provide guidance or assistance in the preparation and submission of applications for grants and rebates related to the installation and use of EV Charging Stations, at no charge to the Company.

5. Delivery / Shipping.

Shipping Costs. The cost of shipping is indicated on the Invoice.

Shipping Terms. All shipping, unless otherwise indicated on the Invoice shall be F.O.B. Red E’s point of shipment, freight prepaid. Delivery by Red E to the point of shipment (i.e., the location of Red E's warehouse) constitutes delivery to the Company, and title and all risk of loss or damage in transit shall pass to the Company at the time of delivery at the F.O.B. point. Red E is not responsible for breakage after having received “in good order” receipts from the carrier. Company is responsible for pursuing any damage claims with the carrier. No allowance will be made in lieu of transportation if the Company accepts shipment at factory, warehouse or freight station or otherwise supplies its own transportation. Freight prepaid is defined as: A) Shipments to destinations within the continental United States to the accessible common carrier point nearest the first destination. B) Shipments to U.S. destinations outside the continental United States shall be to the common carrier free delivery point in the United States nearest the original port of embarkation. All charges associated with F.A.S., C.I.F., or other charges such as pier transfer, lift, ocean freight, and marine or war insurance shall be paid by the Company, unless otherwise specified in the Invoice. In no event will Red E be responsible for demurrage or detention charges. All shipping dates are approximate and are based upon prompt receipt of all necessary information and required payments from Company.

Transfer of Title. Delivery of the Equipment to Company shall be completed upon delivery of the Equipment to Company’s freight forwarder. Red E shall use commercially reasonable efforts to deliver the Equipment ordered by Company on or before the scheduled delivery date. Unless otherwise agreed in the Invoice, all Equipment ordered by Company shall be packed for shipment and storage in accordance with Red E’s standard commercial practices. It is Company’s obligation to notify Red E of any special packaging requirements (which shall be at Company’s expense). All claims for non-conforming shipments must be made in writing by Company to Red E within twenty (20) days of Company’s receipt of the Equipment. Any claims made after such period shall be deemed waived and released.

Substitutions. Red E shall have the right to make substitutions and modifications to the Equipment and the specifications of the Equipment to be delivered under the terms of any applicable Invoice, provided that such substitutions or modifications will not significantly alter the performance, functionality, or safety of the Equipment.

Red E assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product.

6. Installation and Site Preparation.

If the Invoice provides for the installation of EV Charging Stations, Red E will plan, prepare, and install the Charging Stations at the Site. In some cases, Red E may need to prepare the Site, this includes but is not limited to, electrical service upgrades, installing conduit runs, running wiring, installing cell repeaters, ensuring cellular coverage and other Site work necessary to prepare the Site. Any costs associated with preparing the Site are covered in the Invoice. Red E may elect to use third parties for these services at its sole and exclusive discretion. Red E cannot guarantee a specific date when the EV Charging Stations will be installed. However, in most cases Red E will install the EV Charging Stations within 6 months of the completion of any necessary Site preparations.

7. Warranty, Extended Warranty, and Limitation of Liability.

OEM Warranty. The EV Charging Stations are covered by the terms of original manufacture warranty that comes with the EV Charging Stations (“OEM Warranty”). RED E DOES NOT PROVIDE ANY ADDITIONAL WARRANTY OUTSIDE THE OEM WARRANTY. A copy of the OEM Warranty can be obtained by reaching out to an authorized Red E representative.

Disclaimer of Warranties. EXCEPT FOR THE OEM WARRANTY PROVIDED WITH THE EV CHARGING STATIONS, RED E MAKES NO WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PERFORMANCE OF THE EV CHARGING STATIONS, OR ANY PRODUCTS AND OR SERVICES PROVIDED UNDER THE INVOICE. RED E EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. RED E DOES NOT WARRANT THAT THE OPERATION OF THE EV CHARGING STATIONS WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL RED E BE LIABLE TO COMPANY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY’S SOLE REMEDY FOR ANY BREACH BY RED E OF ITS OBLIGATIONS OR WARRANTIES UNDER THESE TERMS SHALL BE LIMITED TO, AT RED E’S OPTION, EITHER THE REPAIR OR REPLACEMENT OF THE EV CHARGING STATIONS THAT DO NOT CONFORM TO THE SPECIFICATIONS SET OUT IN THE INVOICE, OR A REFUND BY RED E OF ALL OR A PART OF THE PURCHASE PRICE OF THE NON-CONFORMING EV CHARGING STATIONS.

Warranty Exclusions. The OEM Warranty set forth in this Agreement is subject to certain exclusions as more fully set forth in the OEM Warranty. COMPANY HAS BEEN INFORMED AND UNDERSTANDS THAT, IN THE EVENT ANY SUCH EXCLUSION BECOMES APPLICABLE, ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT SHALL IMMEDIATELY BECOME NULL AND VOID.

Exclusive Remedies. THE REMEDIES PROVIDED IN SECTION 7 ARE COMPANY’S SOLE AND EXCLUSIVE REMEDIES, AND THEY REPLACE ANY OTHER RIGHTS OR REMEDIES THAT COMPANY MAY HAVE AGAINST RED E WITH RESPECT TO THE NON-CONFORMANCE OF THE EV CHARGING STATIONS OR OTHER PRODUCTS AND/OR SERVICES PROVIDED BY RED E UNDER THE INVOICE.

8. Extended Warranty – Labor Only.

The service covered by this Section 8 is only applicable if the Operation & Maintenance Plan is purchased on the Invoice.

If Company has purchased the Operation & Maintenance Plan as reflected by the Invoice, the Operation & Maintenance Terms and Conditions attached as Exhibit B shall apply.

9. Subscription to Red E – Enterprise Software.

All EV Charging Stations sold by Red E are designed to work on and require a subscription to Red E’s cloud-based application services (“Red E – Enterprise Software”), which provides features such as remote monitoring and control, usage reporting, and customer support.

If the Invoice provides for the purchase of EV Charging Stations or the purchase of Red E – Enterprise Software, Company agrees to be bound by the Red E – Enterprise Software terms and conditions in addition to these Terms.

The Red E – Enterprise Software Terms and Conditions are attached as Exhibit C.

10. Payment of Invoices.

Payment. Unless otherwise indicated on the Invoice, all payments will be due and payable to Red E in cash on the Effective Date.

Finance Charges. Unless otherwise indicated on the Invoice, Company agrees to pay finance charges on the unpaid balance of all amounts, less any applicable payments and credits, from the Effective Date at a rate of three percent (3%) per month, or the highest applicable and lawful rate on such unpaid balance, whichever is lower.

Remedies for Non-Payment. Upon Company failing to cure any default of the payment terms in this Section 10 of Terms for seven (7) days after receipt of written notice by Red E of such breach, Red E may, in addition to any other rights or remedies it may have at law, under these Terms, or otherwise: 1) declare the entire balance of Company’s account immediately due and payable; 2) foreclose any security interest in any such goods delivered; 3) deduct outstanding amounts from any charging fees the Company may be entitled to due to use of the Red E - Enterprise Software; 4) refuse to deliver any of the products or services provided for in the Invoice; 5) terminate the Invoice; and / or 6) Disable the EV Charging Stations or Red E - Enterprise Software.

In the event of any dispute, Red E shall be entitled to recover all reasonable costs and expenses, including but not limited to any costs of collection incurred by Red E, in connection with the enforcement of these Terms including all reasonable attorneys’ fees.

Set-off. Company shall not be entitled to any reduction by set-off or otherwise without the express written consent of Red E’s Chief Financial Officer, except if such set-off is as a result of a right to a refund under these Terms.

Taxes, Duties, and Shipping Fees. Unless otherwise indicated on the Invoice all taxes, duties, and shipping fees of any sort shall be the sole cost and responsibility of the Company.

11. Security Interest.

Red E shall retain a purchase money security interest in the EV Charging Stations and other products delivered to Company under the Invoice until entire purchase price is paid to Red E by Company. Company hereby grants to Red E a security interest in all of the right, title and interest of Company in and to the EV Charging Stations and other products delivered by Red E under the Invoice. The security interest granted herein shall secure the payment of all amounts due and owing under this Agreement.

Company hereby authorizes Red E to file all financing statements and other documents deemed necessary by Red E to perfect the security interest granted herein.

Company hereby waives any rights Company may have to require Red E to proceed against any person or property, and hereby waives any rights Company may have to require Red E to proceed in any particular order against any person or property.

Company hereby agrees that Red E may accelerate the maturity of the obligations secured by this security interest upon the occurrence of default of these Terms.

Upon payment in full for the products and / or services delivered under Invoice, Red E shall promptly file a termination statement or other documented needed to discharge any applicable security interest of Red E.

12. Termination.

Red E and Company agree that the products and / or services provided for on the Invoice may be terminated in the following manner:

a. At the expiration of the Term;

b. Pursuant to Section three (3) of these Terms;

c. Pursuant to Section ten (10) of these Terms; and d. Upon the default of Company under the Agreement.

Any termination of the Agreement shall be accompanied by notice of the same in accordance with the notice requirements of these Terms.

13. Effect of Termination

Upon the termination of this Agreement:

Red E shall have the right, at its option, to enter the Site and to remove any of the EV Charging Stations or other equipment installed by and owned by Red E;

All amounts owing to Red E shall become immediately due and payable upon termination;

Company shall be liable for any and all costs and expenses incurred by Red E in connection with the removal of the EV Charging Stations, other equipment installed by Red E, and any and all EV rebates Red E must return;

Company shall cease its use of any intellectual property or licenses granted by Red E to Company; and Company will return any materials that Red E provided to Company during the Term of this Agreement.

Termination of this Agreement by either Red E or Company for any reason shall not relieve the parties of any obligations accrued under this Agreement.

Nothing in this Section 13 shall serve to limit any rights and remedies Red E would have against Company for termination of this Agreement.

14. Intellectual Property.

Company shall not: (i) create derivative works based on the products and / or services provided by Red E or its supplier of such products and / or services; (ii) copy, frame or mirror any part or content of the products and / or services provided by Red E or its supplier of such products and / or services; (iii) reverse engineer any products and / or services provided by Red E or its supplier of such products and / or services; or (iv) access the products and / or services provided by Red E for any improper purpose whatsoever, including, without limitation, in order to (A) build a competitive product or service or (B) copy any features, functions, interface, graphics or “look and feel” of the products and / or services provided by Red E or its supplier of such products and / or services.

All right, title and interest in and to any intellectual property related in any way to the Equipment is, and shall remain, the exclusive property of Red E. The term “intellectual property” shall mean, for purposes of these Terms, all of a party’s patents, patent applications, patent rights, copyrights, moral rights, algorithms, devices, application programming interfaces, databases, data collections, diagrams, inventions, methods and processes (whether or not patentable), know-how, trade secrets, trademarks, service marks and other brand identifiers, network configurations and architectures, proprietary information, protocols, schematics, specifications, software (in any form, including source code and executable code), techniques, interfaces, URLs, web sites, works of authorship, and all other forms of technology, in each case whether or not registered with a governmental entity or embodied in any tangible form and all rights and forms of protection of a nature similar to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of these Terms.

Any software or computer information, in whatever form such information is provided with the products and / or services purchased from Red E is licensed to Company solely pursuant to Red E – Enterprise Software Terms and Conditions or its supplier of such software or computer information which licenses are hereby incorporated by reference. Red E does not warrant that such software or computer information will operate error-free or without interruption, and warrants only that during the warranty period applicable to the EV Charging Stations, the software will perform its essential functions. If such software or computer information fails to conform to such warranty, Red E will, at its option, provide an update to correct such non-conformance or replace the software or computer information with the latest available version containing a correction. Red E shall have no other obligation to provide updates or revisions.

15. Confidentiality.

Company acknowledges that Confidential Information of Red E, including trade secrets and valuable business information, is to be kept confidential for two (2) years following termination. Company agrees to exercise due diligence to protect the integrity of Red E's Confidential Information and to not analyze, modify, or reverse engineer it. Company further agrees to Red E's restrictions due to their legitimate business interests. Company consents to Red E's use of its name in marketing materials.

16. Carbon Credits.

Unless otherwise indicated on the Invoice, Red E shall have exclusive rights as it relates to any Carbon Tax Credits and any other credits that result from the use or existence of the EV Charging Stations.

17. Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement shall be exclusively subject to the jurisdiction of the state and federal courts located within the State of Michigan. The parties hereby submit to the personal jurisdiction and venue of such courts for the purpose of resolving any such disputes.

18. Injunctive Relief.

In the event of a breach or threatened breach by the Company of any provision of this Agreement, Red E shall be entitled, in addition to any other rights and remedies available to it at law or in equity, to seek injunctive relief or specific performance to enforce the provisions of this Agreement without the need to post a bond or other security. The pursuit of injunctive relief by Red E shall not limit or prejudice any other rights or remedies available to Red E under this Agreement or at law.

19. Amendment.

This Agreement may only be amended or modified by a written agreement signed by both Red E and Company. No oral or implied amendment or modification shall be binding on either party.

20. Miscellaneous Provisions.

Severability. In the event that any provision of this Agreement is determined to be unenforceable or invalid under applicable law or by a court of competent jurisdiction, such provision shall be modified or limited to the extent necessary to render it enforceable and valid. If such modification or limitation is not possible, the unenforceable or invalid provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect. The parties shall make good faith efforts to replace the unenforceable or invalid provision with a valid and enforceable provision that achieves, to the extent possible, the original intent and economic effect of the severed provision.

Attorneys’ Fees. In the event that any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses incurred in connection with such action, in addition to any other relief to which the prevailing party is entitled.

Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by acts of God, fire, flood, war, terrorism, government action, or any other event beyond the reasonable control of the party ("Force Majeure Event"). The party affected by the Force Majeure Event shall promptly notify the other party in writing of the Force Majeure Event and its expected duration. During the continuance of the Force Majeure Event, the affected party's obligations under this Agreement shall be suspended to the extent and for the duration of such Force Majeure Event. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance under this Agreement as soon as reasonably practicable.

Headings. The headings used in this Agreement are for convenience only and shall not be deemed to limit, interpret, or affect the provisions of this Agreement.

Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving party.

Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, email, or other electronic means, and such facsimile, email, or electronic signature shall be deemed an original for all purposes.

Further Assurances. Each party agrees to promptly execute and deliver, or cause to be executed and delivered, any further documents, instruments, or agreements and to take any further actions that may be necessary or desirable to give full effect to this Agreement and to carry out its provisions. Each party shall cooperate fully with the other party and provide any reasonable assistance that may be required to complete any such further documents, instruments, or agreements or to take any such further actions.

Voluntary and Informed Execution. The parties hereby acknowledge that they have read and understood the terms and conditions of this Agreement, and that they have voluntarily and knowingly executed this Agreement without any duress, coercion, or undue influence. Each party further acknowledges that they have had the opportunity to seek independent legal advice regarding the terms and implications of this Agreement, and that they have executed this Agreement with full knowledge and understanding of its contents.

Notices. Any notice, request, demand, or other communication required or permitted to be given by either party under this Agreement shall be in writing and shall be deemed to have been effectively given or served when delivered personally, sent by registered mail, or by email with confirmation of receipt to the respective addresses of the parties as set forth below:

To Red E:

As indicated on the Invoice.

To Company:

At the Site.

Either party may change its address for notice by providing written notice to the other party in accordance with this section.

Exhibit A: Definitions

1. "Company" refers to the entity(s) and / or individual(s) identified under the “BILL TO” section on the Invoices.

2. "Red E" refers to Red E Charging LLC, a Michigan limited liability company.

3. “Invoice” refers to invoices issued by Red E to Company for products and / or services.

4. “Red E Customer Portal” refers to the platform that Company will use in setting up its use of the Red E – Enterprise Software Terms and Conditions.

5. "EV Charging Stations" refers to the electric vehicle charging stations sold by Red E to Company pursuant to the Invoice.

6. “Equipment” refers to the EV Charging Stations and / or any other physical products purchased from Red E by Company pursuant to the Invoice.

7. “Term” refers to 5 years from the Effective Date, unless otherwise indicated on the Invoice.

8. “Renewal Term” refers to any subsequent terms that may be agreed upon by Red E and Company.

9. "Site" refers to the Company’s physical address identified on the Invoice under the “BILL TO” section, where the EV Charging Stations and / or Equipment will be installed or serviced.

10. "Effective Date" refers to the date the Company accepted the Invoice pursuant to Section one (1) of the Terms.

11. “Confidential Information” refers to any confidential and proprietary information of either party disclosed by Red E to Company, including without limitation, trade secrets, valuable business or professional information, and all terms and conditions of this Agreement.

12. “Utility Sign Off” means when the applicable utility informs Red E of the required infrastructure to install the EV Chargers.

Exhibit B – Operation & Maintenance Terms and Conditions

Exhibit C – Red E – Enterprise Software Terms and Conditions

RED E – ENTERPRISE SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS

1. Agreement and Applicability.

These Red E – Enterprise Software as a Service (SaaS) Terms and Conditions (“SaaS Agreement”) are entered into as of the Effective Date (as defined in the Terms), between Red E (as defined in the Terms) (“Licensor”) and Company (as defined in the Terms) (“Subscriber”).

For purposes of this SaaS Agreement, Subscriber and Licensor each will be referred to individually as a "Party" and together as "the Parties." Any capitalized terms used in this SaaS Agreement and not defined in this SaaS Agreement, shall have the meaning given to them in the Terms.

This SaaS Agreement, the Invoice, and the Terms are incorporated in this SaaS Agreement by reference.

In the event of a conflict between this SaaS Agreement, the Invoice and the Terms, the terms of the Invoice shall take precedence, followed by the terms of this SaaS Agreement, and finally the Terms.

2. Definitions.

“Application” shall mean the Licensor-developed application used by Subscriber for the Service hereunder;

“Authorized User” shall mean one (1) of Subscriber’s employees and independent contractors working for Subscriber in the ordinary course of Subscriber’s business who: (i) agree to be bound by the terms of this SaaS Agreement; and (ii) are specifically authorized by Subscriber to access the Service;

“Authorized Reseller” shall mean a third party authorized by Red E to sell the Service which are the subject of this SaaS Agreement.

“Billing Start Date” shall mean the date identified on the Invoice as the date from which billing shall be calculated (which under no circumstances or if not indicated on the Invoice shall be later than the Service Start Date, as defined below);

“Display Devices” shall mean any display device used to access and display the Service;

“Service” shall mean Licensor’s service level subscribed to by Subscriber when they log into the Red E Customer Portal for the first time;

“Service Start Date” shall mean the date from which Subscriber creates a profile on the Red E Customer Portal for the Service;

“Fees” shall mean the fees payable pursuant to Section 4 hereof;

“Office” shall mean the Site;

“Invoice” shall mean the Invoice that sets out the commercial terms and is executed by the Parties, if Subscriber purchased the Service from Licensor. If Subscriber purchases the Service from an Authorized Reseller then Invoice shall mean whatever document outlines the fees and payments for the Service;

“Term” shall mean a period of five (5) years;

“Terms” Shall mean the General Terms and Conditions that are available upon request by emailing us at [info@redecharge.com].

3. License to Receive the Service.

Grant. Licensor hereby grants the Subscriber a limited, nonexclusive and non-transferable license, without right of sublicense, during the Term to access and display on Subscriber’s Display Devices within the United States, the Service, and to permit Authorized Users to use the Service, subject to the terms and conditions of this SaaS Agreement. All rights in the Service not expressly granted hereunder are reserved to Licensor.

Scope. The license granted to Subscriber hereunder is limited to a single, authorized Application for the display and retrieval of the Service on an Authorized User’s desktop. The license does not extend to multiple applications for the display or retrieval of content within the Services. Subscriber shall have no right pursuant to this SaaS Agreement to distribute the Service in whole or in part over the internet, or via email or instant messaging, via an intranet, personal digital assistant, wireless application protocol, short message service or radio system. Nothing in this SaaS Agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally.

Restrictions on Use. Subscriber shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to: (1) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service; (2) modify, translate, adapt, alter, or create derivative works from the Service; (3) copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service; or (4) distribute, sublicense, rent, lease, loan, or grant any third party access to or use of the Service.

4. Fees and Payment.

In exchange for the license granted above, commencing on the Billing Start Date, Subscriber shall pay Licensor for the Term hereof the Fees, based on the Services and on any other commercial terms contained in this SaaS Agreement. Subscriber shall only be entitled to one Authorized User.

5. Access.

Delivery and Acceptance. The Service is delivered to Subscriber via the Display Device, Licensor will make the Service available to Subscriber as indicated on the Invoice. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades (“Corrections”) to the Service will be deemed accepted by Subscriber on the day such Corrections are delivered.

6. Copyright Protection;

Use Restrictions; Security. Subscriber agrees that the Service specifications, including without limitation, the editorial coding and metadata contained therein, are the property of Licensor or Licensor’s licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Subscriber agrees that only Authorized Users shall be permitted access to the Service. Except as set forth herein, no clients or other persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber’s business may be Authorized Users. Subscriber shall not reverse engineer, decompile or disassemble any part of the Service. Subscriber further agrees that neither Subscriber nor any Authorized User shall store (except as permitted under this SaaS Agreement for retrieval and display purposes only), copy, reproduce, retransmit, disseminate, sublicense, sell, distribute, publish, broadcast, circulate, create derivative works (including, without limitation, trading algorithms), test algorithms in conjunction with, or distribute by any means the Service in whole or in part to anyone, including, but not limited to, other employees of Subscriber, without Licensor’s express prior written consent; provided, however, that Authorized Users may on an occasional basis in the normal course of business include limited portions of the Service (a) in oral and (with proper attribution to the respective Service) non-electronic written communications with clients and other employees, and (b) in email and instant messaging communications with other employees and/or securities professionals. Without limiting the foregoing, under no circumstances shall distribution under this Section by Subscriber be permitted if such distribution may be viewed as a substitute for a subscription to the Service itself. Subscriber agrees that when using the Service in this way, the facts, content, and intent of the Service will not be changed in form or in spirit or otherwise in any way be prejudicial to the integrity of the Service or Licensor. Other than as expressly set forth in this SaaS Agreement, no license or intellectual property rights owned or licensed by Licensor are granted to Subscriber, and all such rights are hereby expressly reserved.

7. Disclaimer.

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND LICENSOR DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

8. Indemnification.

Subscriber Infringement Indemnity. Subscriber, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorney’s fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a “Licensor Claim”) by way of Licensor's use of any Subscriber content that Subscriber provides to Licensor and Licensor uses in the provision of any Services.

Licensor Infringement Indemnity. Licensor, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorney’s fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber which directly relate to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a “Subscriber Claim”) by way of Subscriber's use of the Service that Licensor provides to Subscriber.

Limitation of Liability. LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS SAAS AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST LICENSOR RELATING TO ANY BREACH OF THIS SAAS AGREEMENT BY SUBSCRIBER.

9. Term; Early Termination.

This SaaS Agreement shall become effective when Subscriber signs the Invoice or creates an account on the Red E Customer Portal and, unless terminated earlier in accordance herewith, shall continue from the Billing Start Date for the Term. This SaaS Agreement shall automatically renew for subsequent like terms unless either Party gives the other written notice of its intention not to renew no later than sixty (60) days prior to the end of the then current term. For clarity: (i) in the event Subscriber executes the Invoice after the Billing Start Date then this SaaS Agreement will be deemed effective from the Billing Start Date, and (ii) in the event Subscriber receives the Service before the Invoice is executed, then this SaaS Agreement shall be deemed effective from the Service Start Date. Modifications in any ongoing Fees shall be communicated to Subscriber no later than ninety (90) days prior to their effective date, and such modified Fees shall be deemed to replace those previously stated in the Invoice.

This SaaS Agreement may be terminated as follows: (a) if either Party commits a material breach of any provision of this SaaS Agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof by the non-breaching Party (Notice of Breach), the Party giving such notice may then deliver a second written notice to the breaching Party terminating this SaaS Agreement, in which event this SaaS Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice; or (b) if a receiver is appointed over any assets of either Party or if either Party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business, the other may terminate by giving written notice with immediate effect. If this SaaS Agreement is terminated before the end of its then current term for any reason other than by Subscriber under this Clause 9(a) or (b) , then Subscriber will pay to Licensor as liquidated damages the amount due by Subscriber for the previous calendar month times the number of months remaining in such Term (Liquidated Damages) within 30 days after such termination. The Parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this SaaS Agreement. Notwithstanding anything to the contrary contained in this SaaS Agreement, if Subscriber receives any notice of late payment under this SaaS Agreement in any form, written or electronic, from Licensor including any business division (e.g., Licensor's Credit Department), such notice will be deemed to be a Notice of Breach.

10. Confidentiality.

Subscriber and Licensor understand and agree that in the performance of this SaaS Agreement each Party may have access to private or confidential information of the other Party which either is marked as “confidential” or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. Each of us shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this SaaS Agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving Party or becomes known to the receiving Party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any confidential information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure. If either Party elects to file this SaaS Agreement with the U. S. Securities and Exchange Commission or any other securities exchange or market, regulatory authority or other body, the filing Party will provide the non-filing Party, no less than five (5) business days before the expected date of the filing (the “Filing Date”), a copy of the SaaS Agreement marked to show the sections for which the filing Party plans to seek confidential treatment. The filing Party agrees to expand its confidential treatment request to include those provisions of this SaaS Agreement reasonably indicated by the non-filing Party before the Filing Date as provisions for which the non-filing Party requests confidential treatment. All confidential information will remain the exclusive property of the owner. No public announcement, press release or communication concerning this SaaS Agreement shall be made without the prior consent of the other Party.

11. Miscellaneous.

Notice. All notices to a Party hereunder shall be in writing, and delivered by certified mail, return receipt requested or overnight courier service, with confirmation by the above described mailing methods to the address(es) set forth on the Invoice, or to a different address which a Party may give written notice of pursuant to this section from time to time. Notice will be deemed delivered and received on the date it is actually received.

Amendment. This SaaS Agreement may not be amended except in a writing executed by authorized representatives of Subscriber and Licensor.

Assignment. This SaaS Agreement is not transferable, assignable, delegable, or sublicensable by Subscriber in whole or in part, without the prior written permission of Licensor. This SaaS Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, trustees, administrators, and assigns.

Survival. The following obligations of the Parties will survive termination or expiration of this SaaS Agreement for any reason:

Sections 1 , 6 , 7 , 8 , and 9 , of this SaaS Agreement and any payment obligations of Subscriber that accrue prior to such termination or expiration.

Independent Contractor. Licensor is acting in performance of this SaaS Agreement as an independent contractor.

Binding Effect and Third-Party Beneficiary. Except if specifically stated in this SaaS Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of this SaaS Agreement.

Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either Party for breach of this SaaS Agreement under this SaaS Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.

Injunctive Relief. If Subscriber breaches Section 2 of this SaaS Agreement, Licensor will be entitled, in addition to any other rights available under this SaaS Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and Subscriber acknowledges and agrees to not contest such application.

Severability. If any provision or portion thereof of this SaaS Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability. All other provisions and portions of them hereunder will not be affected by the invalidity and will be valid and enforced to the fullest extent permitted by law.

Choice of Law and Venue. This SaaS Agreement, as well as any and all tort claims arising from this SaaS Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this SaaS Agreement, will be governed by and construed in accordance with the laws of the State of Michigan, United States, applicable to contracts made entirely within Michigan and wholly performed in Michigan, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this SaaS Agreement will be an appropriate federal or state court located in Michigan.

Force Majeure. Any failure or delay by Licensor in the performance of its obligations pursuant to this SaaS Agreement will not be deemed a default or breach of the SAAS Agreement or a ground for termination to the extent such failure or delay is due to computer or internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, and quarantines, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under this SaaS Agreement are to be executed, strikes, supplier and third-party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of Licensor.

Entire Agreement. This SaaS Agreement contains the final and entire agreement of the Parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the SaaS Agreement’s subject matter.

Red E - Enterprise Software as a Service (SAAS) Terms and Conditions

1. Agreement and Applicability.

These Red E – Enterprise Software as a Service (SaaS) Terms and Conditions (“SaaS Agreement”) are entered into as of the Effective Date (as defined in the Terms), between Red E (as defined in the Terms) (“Licensor”) and Company (as defined in the Terms) (“Subscriber”).

For purposes of this SaaS Agreement, Subscriber and Licensor each will be referred to individually as a "Party" and together as "the Parties." Any capitalized terms used in this SaaS Agreement and not defined in this SaaS Agreement, shall have the meaning given to them in the Terms.

This SaaS Agreement, the Invoice, and the Terms are incorporated in this SaaS Agreement by reference.

In the event of a conflict between this SaaS Agreement, the Invoice and the Terms, the terms of the Invoice shall take precedence, followed by the terms of this SaaS Agreement, and finally the Terms.

2. Definitions.

“Application” shall mean the Licensor-developed application used by Subscriber for the Service hereunder;

“Authorized User” shall mean one (1) of Subscriber’s employees and independent contractors working for Subscriber in the ordinary course of Subscriber’s business who: (i) agree to be bound by the terms of this SaaS Agreement; and (ii) are specifically authorized by Subscriber to access the Service;

“Authorized Reseller” shall mean a third party authorized by Red E to sell the Service which is the subject of this SaaS Agreement.

“Billing Start Date” shall mean the date identified on the Invoice as the date from which billing shall be calculated (which under no circumstances or if not indicated on the Invoice shall be later than the Service Start Date, as defined below);

“Display Devices” shall mean any display device used to access and display the Service;

“Service” shall mean Licensor’s service level subscribed to by Subscriber when they log into the Red E Customer Portal for the first time;

“Service Start Date” shall mean the date from which Subscriber creates a profile on the Red E Customer Portal for the Service;

“Fees” shall mean the fees payable pursuant to Section 4 hereof;

“Office” shall mean the Site;

“Invoice” shall mean the Invoice that sets out the commercial terms and is executed by the Parties, if Subscriber purchased the Service from Licensor. If Subscriber purchases the Service from an Authorized Reseller then Invoice shall mean whatever document outlines the fees and payments for the Service;

“Term” shall mean a period of five (5) years;

“Terms” Shall mean the General Terms and Conditions that are available upon request by emailing us at Kevin@RedECharge.com.

3. License to Receive the Service.

Grant. Licensor hereby grants the Subscriber a limited, nonexclusive and non-transferable license, without right of sublicense, during the Term to access and display on Subscriber’s Display Devices within the United States, the Service, and to permit Authorized Users to use the Service, subject to the terms and conditions of this SaaS Agreement. All rights in the Service not expressly granted hereunder are reserved to Licensor.

Scope. The license granted to Subscriber hereunder is limited to a single, authorized Application for the display and retrieval of the Service on an Authorized User’s desktop. The license does not extend to multiple applications for the display or retrieval of content within the Services. Subscriber shall have no right pursuant to this SaaS Agreement to distribute the Service in whole or in part over the internet, or via email or instant messaging, via an intranet, personal digital assistant, wireless application protocol, short message service or radio system. Nothing in this SaaS Agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally.

Restrictions on Use. Subscriber shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to: (1) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service; (2) modify, translate, adapt, alter, or create derivative works from the Service; (3) copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service; or (4) distribute, sublicense, rent, lease, loan, or grant any third party access to or use of the Service.

4. Fees and Payment.

In exchange for the license granted above, commencing on the Billing Start Date, Subscriber shall pay Licensor for the Term hereof the Fees, based on the Services and on any other commercial terms contained in this SaaS Agreement. Subscriber shall only be entitled to one Authorized User.

5. Access.

Delivery and Acceptance. The Service is delivered to Subscriber via the Display Device, Licensor will make the Service available to Subscriber as indicated on the Invoice. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades (“Corrections”) to the Service will be deemed accepted by Subscriber on the day such Corrections are delivered.

6. Copyright Protection;

Use Restrictions; Security. Subscriber agrees that the Service specifications, including without limitation, the editorial coding and metadata contained therein, are the property of Licensor or Licensor’s licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Subscriber agrees that only Authorized Users shall be permitted access to the Service. Except as set forth herein, no clients or other persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber’s business may be Authorized Users. Subscriber shall not reverse engineer, decompile or disassemble any part of the Service. Subscriber further agrees that neither Subscriber nor any Authorized User shall store (except as permitted under this SaaS Agreement for retrieval and display purposes only), copy, reproduce, retransmit, disseminate, sublicense, sell, distribute, publish, broadcast, circulate, create derivative works (including, without limitation, trading algorithms), test algorithms in conjunction with, or distribute by any means the Service in whole or in part to anyone, including, but not limited to, other employees of Subscriber, without Licensor’s express prior written consent; provided, however, that Authorized Users may on an occasional basis in the normal course of business include limited portions of the Service (a) in oral and (with proper attribution to the respective Service) non-electronic written communications with clients and other employees, and (b) in email and instant messaging communications with other employees and/or securities professionals. Without limiting the foregoing, under no circumstances shall distribution under this Section by Subscriber be permitted if such distribution may be viewed as a substitute for a subscription to the Service itself. Subscriber agrees that when using the Service in this way, the facts, content, and intent of the Service will not be changed in form or in spirit or otherwise in any way be prejudicial to the integrity of the Service or Licensor. Other than as expressly set forth in this SaaS Agreement, no license or intellectual property rights owned or licensed by Licensor are granted to Subscriber, and all such rights are hereby expressly reserved.

7. Disclaimer.

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND LICENSOR DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

8. Indemnification.

Subscriber Infringement Indemnity. Subscriber, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorney’s fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a “Licensor Claim”) by way of Licensor's use of any Subscriber content that Subscriber provides to Licensor and Licensor uses in the provision of any Services.

Licensor Infringement Indemnity. Licensor, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorney’s fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber which directly relate to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a “Subscriber Claim”) by way of Subscriber's use of the Service that Licensor provides to Subscriber.

Limitation of Liability. LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS SAAS AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST LICENSOR RELATING TO ANY BREACH OF THIS SAAS AGREEMENT BY SUBSCRIBER.

9. Term; Early Termination.

This SaaS Agreement shall become effective when Subscriber signs the Invoice or creates an account on the Red E Customer Portal and, unless terminated earlier in accordance herewith, shall continue from the Billing Start Date for the Term. This SaaS Agreement shall automatically renew for subsequent like terms unless either Party gives the other written notice of its intention not to renew no later than sixty (60) days prior to the end of the then current term. For clarity: (i) in the event Subscriber executes the Invoice after the Billing Start Date then this SaaS Agreement will be deemed effective from the Billing Start Date, and (ii) in the event Subscriber receives the Service before the Invoice is executed, then this SaaS Agreement shall be deemed effective from the Service Start Date. Modifications in any ongoing Fees shall be communicated to Subscriber no later than ninety (90) days prior to their effective date, and such modified Fees shall be deemed to replace those previously stated in the Invoice.

This SaaS Agreement may be terminated as follows: (a) if either Party commits a material breach of any provision of this SaaS Agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof by the non-breaching Party (Notice of Breach), the Party giving such notice may then deliver a second written notice to the breaching Party terminating this SaaS Agreement, in which event this SaaS Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice; or (b) if a receiver is appointed over any assets of either Party or if either Party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business, the other may terminate by giving written notice with immediate effect. If this SaaS Agreement is terminated before the end of its then current term for any reason other than by Subscriber under this Clause 9(a) or (b), then Subscriber will pay to Licensor as liquidated damages in the amount indicated on the Invoice as an early termination fee (“Early Termination Fee”) or if not indicated on the invoice or purchased from a Authorized Reseller the amount due by Subscriber for the previous calendar month times the number of months remaining in such Term (Liquidated Damages) within 30 days after such termination. The Parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this SaaS Agreement. Notwithstanding anything to the contrary contained in this SaaS Agreement, if Subscriber receives any notice of late payment under this SaaS Agreement in any form, written or electronic, from Licensor including any business division (e.g., Licensor's Credit Department), such notice will be deemed to be a Notice of Breach.

10. Confidentiality.

Subscriber and Licensor understand and agree that in the performance of this SaaS Agreement each Party may have access to private or confidential information of the other Party which either is marked as “confidential” or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. Each of us shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this SaaS Agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving Party or becomes known to the receiving Party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any confidential information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure. If either Party elects to file this SaaS Agreement with the U. S. Securities and Exchange Commission or any other securities exchange or market, regulatory authority or other body, the filing Party will provide the non-filing Party, no less than five (5) business days before the expected date of the filing (the “Filing Date”), a copy of the SaaS Agreement marked to show the sections for which the filing Party plans to seek confidential treatment. The filing Party agrees to expand its confidential treatment request to include those provisions of this SaaS Agreement reasonably indicated by the non-filing Party before the Filing Date as provisions for which the non-filing Party requests confidential treatment. All confidential information will remain the exclusive property of the owner. No public announcement, press release or communication concerning this SaaS Agreement shall be made without the prior consent of the other Party.

11. Miscellaneous.

Notice. All notices to a Party hereunder shall be in writing, and delivered by certified mail, return receipt requested or overnight courier service, with confirmation by the above described mailing methods to the address(es) set forth on the Invoice, or to a different address which a Party may give written notice of pursuant to this section from time to time. Notice will be deemed delivered and received on the date it is actually received.

Amendment. This SaaS Agreement may not be amended except in a writing executed by authorized representatives of Subscriber and Licensor.

Assignment. This SaaS Agreement is not transferable, assignable, delegable, or sublicensable by Subscriber in whole or in part, without the prior written permission of Licensor. This SaaS Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, trustees, administrators, and assigns.

Survival. The following obligations of the Parties will survive termination or expiration of this SaaS Agreement for any reason:

Sections 1, 6, 7, 8, and 9, of this SaaS Agreement and any payment obligations of Subscriber that accrue prior to such termination or expiration.