Master Service Agreement

1. Definitions

1. Affiliates means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition "control" means the direct possession of a majority of the outstanding voting securities of an entity.

2. Confidential Information has the meaning given to it in Section 4.1.

3. Customer Data means all Data provided by Customer or its Users to Emblem PE in connection with the provision of the Services.

4. Data means text, images, materials, photos, audio, video, and all other forms of data or communication.

5. Feedback means any Customer-provided feedback and reports about any errors, problems, or defects in, or suggestions for changes and improvement to the Subscription Service.

6. Permitted Business means the use of the Subscription Service, Services and Output in conjunction with the development, deployment and, management of business processes relating to Customer's core business functions, including the accessing of such applications by customers, vendors, carriers and other third parties in the ordinary course of Customer's business, but excluding any use of the Subscription Service, Services and Output to provide services in the nature of a service bureau, commercial hosting, or commercial information technology services to third parties or to resell or distribute to third parties other than Users any of Customer's services or applications derived or developed from the Subscription Service, Services or Output, including, but limited to, in a manner that is reasonably likely to be competitive with or erode the value of Emblem PE's services and products.

7. Order Form means each Emblem PE order form, order schedule, statement of work or similar ordering document signed by duly authorized representatives of both Parties which references this Agreement, identifies the specific Services ordered by Customer from Emblem PE, sets forth the prices for the Services and contains other applicable terms and conditions.

8. Output means various business intelligence output generated by the Subscription Service from Customer Data and other Data (including Sourced Data and aggregated, anonymized Data derived from data furnished by or on behalf of other users of the Subscription Services) regarding Customer's and its Affiliates financial service operations, including, but not limited to due diligence, deal sourcing, and deal execution.

9. Emblem PE Data means all Data made available by Emblem PE to Customer in connection with the Customer's use of the Services.

10. Professional Services means configuration, implementation, training, consulting and/or custom services to be provided by Emblem PE. All Professional Services will be set forth and described on an Order Form.

11. Services means the Subscription Service and any Professional Services provided by Emblem PE pursuant to Section 2.1 hereof.

12. Service Level Agreement means Emblem PE's service level commitment with respect to the Subscription Service, a copy of which is attached hereto as Exhibit A.

13. Sourced Data means any data, information and input that may be obtained and collected by means of use of devices, applications, and the like, from third parties (including, but not limited to, market research databases, business brokers and investment banks), which data's provision to Emblem PE is a prerequisite for the delivery of Services based on such Sourced Data.

14. Subscription Service or Emblem PE Platform means Emblem PE's proprietary subscription-based software solution for private equity set forth and described on the applicable Order Form and all new versions, updates, revisions, improvements and modifications of the foregoing, that Emblem PE makes available to Customer hereunder.

15. Technical Support means Emblem PE's technical support services for the Subscription Service as set forth and described on Exhibit A attached hereto.

16. Third Party Applications means online, Web-based applications or services and offline software products that are provided by third parties, and interoperate with the Subscription Service.

17. Users mean individuals who are authorized by Customer to use the Services, and, with respect to the Subscription Service, who have been supplied passwords by Customer (or by Emblem PE at Customer's request). Users consist of any employee of Customer or its Affiliates and any independent contractor of Customer or its Affiliates.

18. Work Product means any deliverables, content, reports, analyses or documentation developed by Emblem PE for the exclusive use of Customer and delivered to Customer in the performance of any Professional Services.

2. Services

2.1 Services

Emblem PE shall provide Customer with the specific Services specified on an Order Form. Any conflict between the terms and conditions set forth in this Agreement and any Order Form shall be resolved in favor of the Order Form. Customer acknowledges that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Emblem PE regarding future functionality or features.

2.2 License Grant

Subject to the terms and conditions of this Agreement, and in consideration for the payment of fees set forth on the applicable Order Form, Emblem PE hereby grants to Customer, solely during the term of the applicable Order Form, a non-exclusive, non-transferable (except as set forth in Section 11.2) license to access and use the Subscription Service solely for Customer's Permitted Business. This license is restricted to use by Customer and its Users and does not include the right to use the Subscription Service on behalf of any third party except as otherwise described in any applicable Order Form. Customer is responsible for procuring and maintaining the network connections that connect Customer to the Subscription Service. Customer agrees:

(a) that only authorized Users are permitted to use the Subscription Service; (b) that it is responsible for authorized Users' actions or failures to act in connection with activities contemplated under this Agreement, and (c) to otherwise take all commercially reasonable steps to protect the Subscription Service and the Documentation from unauthorized use and/or access.

2.3 Licensed Accounts

Customer acknowledges that access and use of the Subscription Service is licensed to Customer for use up to the number of accounts purchased by Customer and set forth and described on the applicable Order Form (the "Account Limitations").

2.4 Third Party Applications

The Subscription Service may interact with and access Customer and third party applications and related information used by Customer in connection with the Subscription Service, including access to Customer Data and Customer Data sources. Customer shall make any such Third Party Applications, data sources, Customer Data and information available to Emblem PE and the Subscription Service as necessary to use the Subscription Service as contemplated in this Agreement, including, without limitation, obtaining all required access and credentials. Customer shall be solely responsible for ensuring compliance with third party terms of use, privacy policies and contractual obligations in making such Third Party Applications, data sources, Customer Data and information available to Emblem PE.

3. Fees; Payment Terms

3.1 Fees

Customer shall pay Emblem PE for Services provided and expenses incurred in accordance with and at the rates specified in each Order Form. Unless otherwise set forth on the Order Form, payment shall be due within thirty (30) days after receipt of Emblem PE's invoice and shall be made in US Dollars. Customer agrees to pay a late charge of one and one-half (1.5%) per month (or part of a month), or the maximum lawful rate permitted by applicable law, whichever is less, for all amounts, not subject to a good faith dispute, and not paid when due. In addition to paying the applicable fees, Customer shall also pay all reasonable travel and out-of-pocket expenses incurred by Emblem PE in connection with any Services rendered provided that Customer has pre-approved of such travel and expenses in writing in advance.

3.2 Data Charges; Taxes

Fees are exclusive of taxes and charges imposed by third parties for Sourced Data. Customer is responsible for the payment of all such data charges.

4. Confidentiality

4.1 Confidential Information

During the term of this Agreement, each Party will regard any information provided to it by the other Party and designated in writing as proprietary or confidential to be confidential ("Confidential Information"). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing Party's business and the industry in which it operates, is of a confidential or proprietary nature, including without limitation, account credentials, Output and Sourced Data.

The receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively "Representatives") who have a need to know such Confidential Information in the course of the performance of their duties for the receiving Party and who are bound by a duty of confidentiality no less protective of the disclosing Party's Confidential Information than this Agreement.

The receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing Party. Each Party accepts responsibility for the actions of its Representatives and shall protect the other Party's Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used.

The terms and pricing of this Agreement constitute Confidential Information and Customer shall not use the Services for the purposes of conducting comparative analysis, evaluations, or product benchmarks with respect to the Services and shall not publicly post any analysis or reviews of the Services without Emblem PE's prior written approval. A receiving Party shall promptly notify the disclosing Party upon becoming aware of a breach or threatened breach hereunder and shall cooperate with any reasonable request of the disclosing Party in enforcing its rights.

4.2 Exclusions

Information will not be deemed Confidential Information hereunder if such information:

(i) is known prior to receipt from the disclosing Party, without any obligation of confidentiality; (ii) becomes known to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing Party reasonable prior written notice to permit the disclosing Party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

4.3 Injunctive Relief

Notwithstanding any other provision of this Agreement, both Parties acknowledge that any use of the disclosing Party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing Party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both Parties agree that, in addition to any other remedy to which the disclosing Party may be entitled hereunder, at law or equity, the disclosing Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.

5. Warranties

5.1 Subscription Service Warranty

Emblem PE warrants that during the term of any Order Form for the Subscription Service: (i) the Subscription Service will conform, in all material respects, with the Documentation, (ii) Emblem PE will provide the Subscription Service in accordance with the Service Level Agreement and (iii) all related Technical Support shall be provided in a competent and professional manner.

Emblem PE does not warrant that it will be able to correct all reported defects or that use of the Subscription Service will be uninterrupted or error free. Emblem PE makes no warranty regarding features or services provided by third parties and Emblem PE does not warrant the uninterrupted availability of Sourced Data.

For any breach of the above warranty, Emblem PE will, at no additional cost to Customer, provide remedial services necessary to enable the Subscription Service to conform to the warranty. Customer shall provide Emblem PE with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Such warranty shall only apply if the Subscription Service has been utilized by Customer in accordance with the Order Form and this Agreement.

5.2 Professional Services Warranty

Emblem PE warrants that any Professional Services provided hereunder shall be provided in a competent and professional manner and in accordance with any specifications set forth in the Order Form in all material respects. Emblem PE further warrants that any Work Product provided pursuant to any Professional Services engagement shall comply, in all material respects, with the specifications set forth in the applicable Order Form.

If the Services are not performed as warranted or the Work Product does not so comply, then, upon Customer's written request, Emblem PE shall promptly re-perform, or cause to be re-performed, such Professional Services, at no additional charge to Customer. Such warranties and other obligations shall survive for thirty (30) days following the completion of the Professional Services or the delivery of each applicable portion of the Work Product, as the case may be.

5.3 No Other Warranty

EMBLEM PE DOES NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED. THE WARRANTIES STATED IN SECTION 5 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY EMBLEM PE. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation Of Liability

6.1 Consequential Damage Exclusion

Neither Party will be liable to the other or any third party for loss of profits or for any special, indirect, incidental, consequential or exemplary damages (including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data) in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages.

6.2 Limitation of Liability

The total cumulative liability of a Party to the other Party for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the Services fees paid or payable by Customer to Emblem PE under the Order Form for the Services which form the subject of the claim during the twelve (12) month period immediately preceding the event giving rise to the claim.

The limitations of liability above shall not apply to: (i) breach by either Party of its confidentiality obligations in Section 4 (Confidentiality); (ii) a Party's indemnification obligations in the Agreement; (iii) fraud, gross negligence or willful misconduct by either Party, or (iv) loss, corruption, or unauthorized destruction, disclosure or access to Customer Data caused by Emblem PE's failure to observe or perform its obligations hereunder (collectively, the "Excluded Claims").

Notwithstanding the foregoing, each Party's total, cumulative liability hereunder with respect to the Excluded Claims (other than willful misconduct which shall not be capped) shall not exceed $2,000,000. The provisions of this Agreement allocate risks between the Parties. The pricing set forth in each Order Form reflects this allocation of risk and the limitation of liability specified herein.

7. Term

7.1 Term

This Agreement will commence on the Effective Date and will continue in effect until otherwise terminated in accordance with Section 7.2 below. The term of each Order Form for the Subscription Service shall be set forth on the Order Form. All pricing shall be firm for the initial term of the Order Form. Thereafter, once per twelve (12) month period, Emblem PE may change their Fees with not less than sixty (60) days prior written notice to take effect at the beginning of the next renewal term.

7.2 Termination

Notwithstanding the foregoing, either Party may terminate this Agreement or any Order Form: (i) immediately in the event of a material breach of this Agreement or any such Order Form by the other Party that is not cured within thirty (30) days of written notice from the other Party, or (ii) immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing.

Termination of an Order Form shall not be deemed a termination of this Agreement. Termination of this Agreement shall, however, terminate all outstanding Order Forms. Either Party may also terminate this Agreement upon no less than ninety (90) days' prior written notice to the other Party for any reason. All rights and obligations of the Parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Order Form.

7.3 Effect of Termination

Upon any termination or expiration of this Agreement or any applicable Order Form, Emblem PE shall no longer provide the applicable Services to Customer and Customer shall promptly cease and cause its Users to promptly cease using the Services. Customer shall pay Emblem PE for all fees that had accrued prior to the termination date.

Except as expressly provided herein, termination of this Agreement by either party will be a non-exclusive remedy for breach and will be without prejudice to any other right or remedy of such party. If the Order Form is terminated for any reason other than a termination as a result of Emblem PE's material breach, then Emblem PE shall be entitled to all of the Fees due under the applicable Order Form for the entire unexpired terminated portion of the term of such Order Form. If the Order Form is terminated as a result of Emblem PE's material breach, then Customer shall be entitled to a refund of the pro rata portion of any prepaid unused subscription fees or any other prepaid, unused fees paid by Customer to Emblem PE under this Agreement.

Upon termination of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party in its possession. After such period, Emblem PE will have no further obligation to store and/or make available the Customer Data and may delete the same.

8. Ownership; Use Of Data; Obligations

8.1 Subscription Service

Customer acknowledges that as between Emblem PE and Customer, all right, title and interest in and to the Subscription Service (excluding any Customer Data) and including all modifications and configurations, all Emblem PE Data, all Output and all of Emblem PE's proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to Customer by Emblem PE in providing the Subscription Service and all derivatives thereof are and shall remain Emblem PE's or its licensors'.

The Emblem PE name, all Emblem PE logos, and the product names associated with the Subscription Service are trademarks of Emblem PE or third parties, and no right or license is granted to use them. Customer shall not remove any Emblem PE trademark or logo from the Subscription Service.

During the term of this Agreement, Emblem PE grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 11.2), royalty-free right to use the Emblem PE Data and Output solely for Customer's Permitted Business.

Emblem PE will have the right to generate Aggregate Data, and the parties agree that Emblem PE may use Aggregate Data for the purpose of developing and improving the Platform and its other Services. Emblem PE will not distribute Aggregate Data in a manner that personally identifies Customer, customers of Customer or its Users. For purposes of the foregoing, "Aggregate Data" means: (a) data generated by aggregating Customer Data and Output processing metrics with other data so that the results are not personally identifiable with respect to Customer, Sourced Data or Authorized Users and (b) any anonymous data and learnings regarding use of the Service.

In the event Customer provides Emblem PE with Feedback, Customer hereby grants to Emblem PE an irrevocable, fully-paid up, non-exclusive, royalty-free, perpetual and worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display such Feedback in any medium or format, whether now known or later developed.

8.2 Customer Data

Customer retains ownership of all right, title and interest in and to all Customer Data. During the term of this Agreement, Customer hereby grants to Emblem PE a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 11.2), royalty-free right to use, display, transmit, and distribute the Customer Data solely as necessary to provide the Subscription Service to Customer.

8.3 Customer Obligations

Customer is responsible for all activities conducted under its User logins and for its Users' compliance with this Agreement. Without Emblem PE's express prior written consent in each instance, Customer shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Subscription Service or access the Subscription Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Subscription Service.

Except as expressly permitted in this Agreement, Customer shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license, the Subscription Service to any third-party. Neither Customer nor its Users shall use the Subscription Service to:

(a) send, upload or otherwise transmit any Customer Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Customer Data that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Subscription Service or networks connected to the Subscription Service; or (e) violate any applicable law or regulation.

8.4 Work Product

The parties agree that unless otherwise expressly set forth in an Order Form, Customer will have a non-exclusive, non-transferable (except as set forth in Section 11.2) license to use any Work Product developed by Emblem PE in the performance of any Professional Services and delivered to Customer, upon Customer's payment in full of all amounts due hereunder, solely for Customer's Permitted Business in connection with its use of the Subscription Service. Emblem PE retains ownership of all information, software and other property owned by it prior to this Agreement or which it develops independently of this Agreement and all Work Product compiled or developed by Emblem PE in the performance of this Agreement.

8.5 Data Protection

Customer appoints and authorizes Emblem PE and its Affiliates and its subsidiaries (and their successors and assigns, contractors and business partners) to transfer to, store and process Customer Data in the United States of America in order to provide the Services, and access to the Subscription Service, to Customer. To the extent Emblem PE provides assistance in relation to Customer's compliance efforts, this does not transfer any such responsibility to Emblem PE.

9. Indemnification

9.1 Emblem PE Indemnification

Subject to Section 9.3 below, Emblem PE shall defend Customer, its Affiliates and their respective officers, directors, employees and agents (collectively, the "Customer Indemnitees"), against any claim, demand, suit, or proceeding made or brought against any of the Customer Indemnitees by a third party alleging that the Services infringe or misappropriate such third party's intellectual property rights (a "Claim Against Customer"), and shall indemnify the Customer Indemnitees from any damages (including reasonable attorneys' fees and costs) finally awarded against any of the Customer Indemnitees as a result of, or for amounts paid by under a court-approved settlement of, a Claim Against Customer.

If a Claim against Customer is brought or is likely, in Emblem PE's sole opinion, to be brought, Emblem PE will, at its option and expense: (A) obtain the right for Customer to continue using the Services; (B) replace or modify the affected Services so that they become non-infringing; or (C) upon notice to Customer, terminate this Agreement or Customer's use of the affected Services, provided that in the case of (C) Emblem PE promptly refunds to Customer the prorated portion of any unearned pre-paid annual subscription fees paid hereunder for the affected Services.

Emblem PE's obligations in this Section 9.1 do not cover third party claims to the extent such claims arise from: (i) any products, services, technology, materials or data not created or provided by Emblem PE (including without limitation any Customer Data), (ii) any part of the Services made in whole or in part in accordance to Customer specifications, (iii) any modifications made after delivery by Emblem PE, (iv) any combination with other products, processes or materials not provided by Emblem PE (where the alleged damages, costs or expenses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer's use of the Services is not strictly in accordance with this Agreement or any Documentation.

9.2 Customer Indemnification

Subject to Section 9.3 below, Customer will defend Emblem PE, its Affiliates and their respective officers, directors, employees and agents (collectively, the "Emblem PE Indemnitees") against any claim, demand, suit or proceeding made or brought against any or all of the Emblem PE Indemnitees by a third party:

(i) alleging that the Customer Data, or any use thereof, infringes the intellectual property rights or proprietary rights of others, or has caused harm to a third party, (ii) arising out of or attributable to Customer's breach of Sections 8.3 above, or (iii) arising out of or attributable to Customer's misuse of the Services (each, a "Claim Against Emblem PE"),

and will indemnify the Emblem PE Indemnitees from any damages, reasonable attorney fees and costs finally awarded against the Emblem PE Indemnitees as a result of, or for any amounts paid under a court-approved settlement of a Claim Against Emblem PE.

9.3 Indemnification Procedure

Each Party's obligation to indemnify the other party is conditioned on the Party seeking indemnification:

(i) promptly notifying the indemnifying Party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying Party's obligation except to the extent it is prejudiced thereby, (ii) allowing the indemnifying Party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying Party shall not settle any claim that requires the indemnified Party to admit fault without the indemnified Party's prior written consent (such consent not to be unreasonably withheld or delayed), and (iii) giving the indemnifying Party reasonable assistance in the defense and settlement of any claim, suit or proceeding for which indemnity is claimed.

9.4 Sole Remedy

This Section 9 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this section.

10. Insurance

Emblem PE shall obtain and maintain in full force and effect during the term of the Order Form the following insurance:

(a) Workers' compensation and employers' liability insurance with limits to conform with amounts required by applicable law; (b) Commercial general liability insurance with limits not less than one million dollars ($1,000,000) per occurrence for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and products and completed operations coverage; and (c) Professional liability (Errors and Omissions) and Cyber Insurance each with limits not less than one million dollars ($1,000,000) annual aggregate for all claims each policy year.

As evidence of insurance coverage (once obtained), upon request Emblem PE shall deliver certificates of insurance issued by Emblem PE's insurance carrier showing such policies in force during the term of this Agreement.

11. General

11.1 Entire Agreement

This Agreement, including all Order Forms, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns.

Only a written instrument that refers to this Agreement or the applicable Order Form and that are duly signed by the authorized representatives of both Parties may amend this Agreement or such Order Form. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by Customer are of no force or effect, even if Emblem PE accepts the order. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

11.2 Assignment

This Agreement shall be binding upon and for the benefit of Emblem PE, Customer and their permitted successors and assigns. Either Party may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Except as expressly stated in this Agreement, neither Party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, and any attempted assignment or delegation without such consent will be void.

Emblem PE may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that Emblem PE shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation.

11.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions.

11.4 Disputes

Any disputes between the Parties arising out of this Agreement shall be resolved as follows: Members of the senior management of both Parties shall meet to attempt to resolve such disputes. If a dispute cannot be resolved within thirty (30) days, either Party may make a written demand for mediation. Within thirty (30) days after such written notification, the Parties shall meet for one day with an impartial, independent mediator. The costs and expenses of the mediator shall be shared equally by the Parties.

If the dispute is not resolved by mediation, the dispute shall be settled in the federal and state courts sitting in the State of Delaware will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either Party may seek injunctive relief in any court of competent jurisdiction.

11.5 Headings

The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

11.6 Relationship of the Parties

Emblem PE and Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party's name or on its behalf.

11.7 Force Majeure

Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party (each a "Force Majeure Event").

11.8 Notices

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes:

(i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the Party set forth on the applicable Order Form.

Either Party may change its address by giving written notice of such change to the other Party.

11.9 Modifications to Subscription Service

Emblem PE may make modifications to the Subscription Service or particular components of the Subscription Service from time to time provided that such modifications do not materially degrade any functionality or features of the Subscription Service. Emblem PE may at its sole discretion release new or updated versions of the Emblem PE application interfaces (API), in which case Emblem PE will cease and deprecate prior versions of such API no later than eighteen (18) months subsequent to the release of any such new or updated version.

11.10 No Third Party Beneficiaries

Nothing contained in this Agreement is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.

11.11 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, but all of which together shall constitute but one and the same instrument. Signatures to this Agreement transmitted by facsimile, by electronic mail in "portable document format" (".pdf"), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature.

11.12 Waiver and Severability

Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either Party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.

11.13 Sanctioned Persons

Customer hereby represents and warrants that neither Customer, its owners, nor any party providing anything to Emblem PE for provision to Customer under this agreement are identified on any list of restricted parties maintained by the U.S. government, European Commission or other applicable government, including, but not limited to:

(a) the Specially Designated Nationals List administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), (b) the Denied Persons List, Unverified List or Entity List maintained by the U.S. Commerce Department's Bureau of Industry and Security ("BIS"), or (c) the List of Statutorily Debarred parties maintained by the U.S. State Department's Directorate of Defense Trade Controls,

unless expressly agreed in advance in writing by Emblem PE.