BEFORE ACCESSING AND USING THE BLACK KITE SERVICES PROVIDED OR OTHERWISE MADE ACCESSIBLE BY BLACK KITE, INC. (“BLACK KITE”), YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”) THAT APPLIES TO YOUR USE OF THE BLACK KITE SERVICES. IF YOU CLICK “I AGREE”, YOU FULLY ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT; OTHERWISE, CLICK “CANCEL” OR DO NOT PROCEED. CLICKING “I AGREE” OR OTHERWISE USING THE BLACK KITE SERVICES OR ANY TECHNOLOGY, IDEA, DATA AND/OR DATABASES, ALGORITHM OR INFORMATION CONTAINED THEREIN OR PROVIDED THEREWITH (COLLECTIVELY, THE “SERVICES”) ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AS THE PERSON ACCESSING AND USING THE SERVICES, EITHER ON BEHALF OF YOURSELF OR ANY THIRD-PARTY ENTITY (“YOU” OR “LICENSEE”) AND BLACK KITE. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, YOU SHALL HAVE NO RIGHT TO ACCESS THE SERVICES. THE RIGHT TO ACCESS AND USE THE SERVICES IS MADE ONLY ON THE CONDITION THAT YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. BY ACCESSING AND USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND THAT THE SERVICES WILL BE USED ONLY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WITH ALL APPLICABLE LAWS. IF AN INDIVIDUAL IS ACCESSING AND USING THE SERVICES ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT, WARRANT AND COVENANT THAT YOU ARE DULY AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE ORGANIZATION AND TO BIND THE ORGANIZATION TO THEM.

ARTICLE 1: LICENSE TO USE SERVICES

1.1 Access Rights. Black Kite hereby grants You, during the Term, a limited, non-transferable and non-exclusive license for Your employees and third party consultants (“Authorized Users”) to use the Services in accordance with the use parameters described in the Subscription Order Form, solely for Your internal business purposes consistent with the terms and conditions of this Agreement.

1.2 Administration. Black Kite will issue to one Authorized User (“Administrator”) an individual logon identifier and password (“Administrator’s Logon”) for purposes of administering the Services. Using the Administrator’s Logon, the Administrator shall assign each remaining Authorized User a unique logon identifier and password and assign and manage the business rules that control each such Authorized User’s access to the Services. You shall ensure that each Authorized User will: (a) not disclose their logon identifier to any person or entity; (b) not permit any other person or entity to use their logon identifier and (c) use the Services solely in accordance with the terms and conditions of this Agreement.

1.3 Restrictions. You and Your Authorized Users shall be prohibited from and will not: (a) sell, lease, license or sublicense the Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Services or any software included in the Services; (c) provide, disclose, divulge or make available to, or permit use of the Services by, any third party (except as expressly provided for herein); (d) copy or reproduce all or any part of the Services (except as expressly provided for herein); (e) knowingly interfere, or attempt to interfere, with the Services in any way; (f) use the Services to engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the Services; (g) knowingly introduce into or transmit through the Services any virus, worm, trap door, back door; or (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services.

1.4 Support Services. Black Kite’s will provide support services to You in accordance with Black Kite’s then-current service level agreement and customer support guide, found at __________________________.

ARTICLE 2: FEES; PAYMENT TERMS

2.1 Application and Use Fee. In consideration of the license rights to the Service(s) granted in Section 1.1., You shall pay the fees specified in the Subscription Order Form. Black Kite (or its authorized reseller identified on the applicable Subscription Order Form) shall invoice You for all amounts payable to Black Kite hereunder which shall be due within 30 days of Your receipt of such invoice. Late payments will incur interest in an amount equal to the lesser of 1.0% per month or the maximum allowable under applicable law.

2.2 Taxes. All fees quoted or specified on the Subscription Order Form do not include, and You will pay or reimburse Black Kite (or its authorized reseller identified on the applicable Subscription Order Form) for, any applicable sales tax, use tax, and value added taxes (VAT) or other taxes which are levied or imposed by reason of the performance by Black Kite under this Agreement, excluding income taxes. If You are a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, You will provide Black Kite with any required documentation to verify its tax exempt status with the applicable taxing authorities.

ARTICLE 3: LIMITED WARRANTIES

3.1 Your Warranty. You represent, warrant and covenant to Black Kite that: (a) you have the authority to enter into this Agreement and perform its obligations hereunder; and (b) You and Your Authorized Users will only use the Services for lawful purposes and will not use the Services to violate any law of any country or the intellectual property rights of any third party.

3.2 Black Kite Warranty. Black Kite warrants that: (a) Black Kite has the authority to enter into this Agreement; and (b) the Services will operate and conform to the Documentation (defined below). "Documentation" shall mean the reference, administrative and user manuals, delivered by Black Kite to You with the Services. Documentation shall not include marketing materials.

3.3 Disclaimer. Except as set forth in Section 3.2, Black Kite makes no representations or warranties, whether express or implied regarding or relating to any of the Services or any other matter covered by this Agreement. BLACK KITE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Black Kite does not guarantee that Your access to the Services will be uninterrupted or error free. Black Kite does not warrant the accuracy, reliability, completeness or timeliness of the content of Internet Websites or other data received by You via the Internet.

ARTICLE 4: LIMITATION OF LIABILITY

NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO THE OTHER PARTY’S CONTENT OR DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT OR OTHER FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLACK KITE’S LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO BLACK KITE UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.

ARTICLE 5: CONFIDENTIAL INFORMATION

“Confidential Information” means information that You and Your authorized users upload in its usage of the Services hereunder (“Your Data”), the terms of this Agreement, the Services, any software provided by Black Kite under this Agreement, the logon identifiers and passwords provided to You and Your Authorized Users, the fees charged under this Agreement, any other materials provided by You or Black Kite reasonably understood to be confidential, as well as any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information may constitute valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (i) publicly available; (ii) already in the other party’s possession and not subject to a confidentiality obligation; (iii) obtained by the other party from any source without any obligation of confidentiality; (iv) independently developed by the other party without use of or reference to the disclosing party’s Confidential Information; or (v) required to be disclosed by order of a court or other governmental entity; provided no less than ten days’ notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

ARTICLE 6: PROPRIETARY RIGHTS; INDEMNITY

6.1 Proprietary Rights. Except for the license granted in Section 1.1, no right title or interest of intellectual property or other proprietary rights in and to the Services made available under this Agreement is transferred to You hereunder. Black Kite and its third party licensors retain all right, title and interests, including, without limitation, all copyright and other proprietary rights in and to the Services and all, modifications, enhancements and derivatives thereof. You will retain all right, title and interest to the data and documents created by You using the Services.

6.2 Indemnity. Black Kite shall indemnify and defend You against any third party claims that the Services infringe any patent, copyright or other intellectual property right owned by a third party; provided that Black Kite is given prompt notice of such claim and is given information, reasonable assistance and sole authority to defend or settle the claim.

ARTICLE 7: TERM AND TERMINATION

7.1 Term. The initial term of this Agreement shall be the term specified on the Subscription Order Form. After expiration of the initial term specified on the Subscription Order Form, Your subscription to the Services shall automatically renew for successive one-year periods (the initial term and each renewal term, a “Term”) unless either party provides written notice of non-renewal at least 90 days prior to commencement of the applicable renewal term. Written notice of an increase in fees for any renewal term shall be provided to You at least 90 days prior to commencement of the applicable renewal term.

7.2 Termination by Black Kite. Black Kite shall have the right, upon notice to You, to suspend the Services and/or terminate this Agreement if: (a) You fail to pay Black Kite any amount due hereunder and such failure to pay is not cured within 30 days following Black Kite’s notice to You of such breach; (b) You materially breach any term or condition of this Agreement, provided such breach is not cured by You within 30 days following Black Kite’s notice to You of such breach; or (c) You (i) terminate or suspend Your business activities; (ii) liquidate all or a substantial portion of Your assets for the benefit of creditors, or become subject to direct control of a trustee, receiver or similar authority to effect such liquidation of assets; or (iii) become subject to any bankruptcy or insolvency proceeding under federal or state statutes to effect such liquidation of assets.

7.3 Termination by You. You will have the right, upon notice to Black Kite, to terminate this Agreement if: (a) Black Kite is in material breach of this Agreement and Black Kite fails to remedy such material breach within 30 days of its receipt of such notice or (b) Black Kite (i) terminates or suspends its business activities; (ii) liquidates all or a substantial portion of its assets for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority to effect such liquidation of assets; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes to effect such liquidation of assets.

7.4 Data Extraction. Upon any termination and for a period of 30 days thereafter, You may request and Black Kite shall provide You with a copy of the data/files that have been uploaded or otherwise saved to the database provided as part of the services subscription purchased by You under this Agreement. You may request and Black Kite shall provide such data at any time during the term of this Agreement for its then current administrative fee for such service (currently $500 per database per time). The data will be returned encrypted in the format of a CSV or XML file. Upon confirmation of receipt of the file, Black Kite will send the password for decrypting the data.

7.5 Survival. Any provisions necessary to interpret the respective rights and obligations of the parties hereunder shall survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration.

ARTICLE 8: GOVERNING LAW; VENUE

This Agreement will be governed by the laws of the Commonwealth of Virginia, excluding its rules regarding conflicts of law. Venue for any dispute hereunder shall be a court of competent jurisdiction located in Fairfax County, Virginia, and the parties irrevocably submit to the exclusive jurisdiction of such courts. All proceedings shall be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version.

ARTICLE 9: GENERAL PROVISIONS

Black Kite and You are independent contractors. Any notice required or permitted to be delivered pursuant to this Agreement shall be in writing. You may not assign or otherwise transfer this Agreement, nor delegate or subcontract any of Your rights or obligations hereunder, without Black Kite’s prior written consent provided, that such consent shall not be required for assignment to the purchaser of all or substantially all of the your assets. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. You grant Black Kite the right to use Your name in its website, press releases, product brochures and financial reports to indicate that You are a Black Kite client. This Agreement may be executed in counterparts all of which shall be considered one and the same agreement. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. No purchase order or any handwritten or typewritten text on a purchase order which purports to modify or supplement the printed text of this Agreement or any Subscription Order Form shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by Black Kite or You) are objected to and shall have no force or effect. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. This Agreement will not create any right or cause of action for any third party beneficiary or any other third party. This Agreement (including the Schedules hereto) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.