1.1 Services

IZT will provide the Services as provided in the applicable signed Order Form and subject to the terms and conditions of this Agreement. An "Order Form" shall mean (i) any written agreement between Customer and IZT for the purchase of the Services which incorporates this Agreement or (ii) an order confirmation specifying the IZT services, Hardware, and/or Purchased Third Party Software selected by the Customer for purchase via the IZT website. In the event of a discrepancy arising between the Order Form and Agreement, the terms outlined in the Order Form shall take precedence.

1.2 License Grant

IZT hereby grants Customer for the term of the applicable Order Form a non-exclusive, non-transferable, royalty free, worldwide, limited right and license (without the right to sublicense) to the IZT ONE Platform, including to download and install the IZT client software ("Client Software") which is part of the IZT ONE Platform. The IZT ONE Platform is licensed for use solely in connection with Customer's authorized use of the IZT ONE Platform and Customer shall not use the IZT ONE Platform for any other purpose.

1.3 Customer Responsibilities

Customer is responsible for providing in a timely manner to IZT (i) all subscriptions and account credentials and other information necessary for IZT to access any and all data and information to be monitored, analyzed and/or processed by the IZT ONE Platform, or otherwise reasonably necessary for Customer's use of, and IZT's provision of, the Services (such information, "Customer Information"), and (ii) access to all servers, devices, storage, software, databases, network and communications equipment and ancillary services that connect to, access or otherwise use the IZT ONE Platform at Customer's facility(ies), or are otherwise designated by Customer to be managed in connection with the IZT ONE Platform (collectively, "Customer Systems"). Customer shall ensure that all Customer Systems comply with all specifications provided to Customer by IZT in writing as of the Start Date specified in the applicable Order Form. Customer represents and warrants that it owns the Customer Systems or has the right to provide IZT with access to the Customer Systems.

1.4 Service Availability

Customer acknowledges and agrees that the IZT ONE Platform is subject to occasional downtime for scheduled or emergency maintenance or as a result of any third-party services (including network and hosting services) being unavailable. IZT will use commercially reasonable efforts to notify Customer of scheduled maintenance downtime with 48 hours' notice. Customer acknowledges that downtime cannot be predicted or communicated in advance when related to emergency maintenance or unplanned third-party degradation of service. IZT warrants to Customer that the IZT ONE Platform shall be available for use by Customer for a minimum of ninety-nine and one-half percent (99.5%) of the scheduled uptime on a monthly basis, excluding scheduled maintenance.

1.5 Installed Software

In the course of providing the Services, IZT may install on Customer's systems third party software under a separate license agreement between the Customer and the owner of the software ("Installed Software"). No rights or licenses with respect to any intellectual property of Installed Software are granted under this Agreement. Customer represents and warrants that it possesses sufficient license rights in and to such Installed Software as may be necessary to authorize and enable the installation and use thereof by IZT as contemplated by this Agreement and any applicable Order Form.

1.6 Purchased Third Party Software

IZT may resell and provide or otherwise make accessible to Customer certain Purchased Third Party Software that is owned by third parties ("Third Party Software Providers"), the use of which may be subject to additional or different terms set forth in the applicable license ("Third Party Licenses"). Customer agrees to be bound by and shall comply with the terms of the applicable Third-Party License as set forth in the applicable Order Form or otherwise provided to or made available to Customer in advance of such resale or access.

1.7 Hardware

IZT will facilitate the procurement and provisioning of Hardware on behalf of Customer in accordance with IZT's then current hardware and procurement policy. Customer acknowledges that (i) Customer will prepay for any hardware purchased through IZT, (ii) Customer is responsible for the payment of all shipping, expedited shipping, and courier charges related to the delivery of hardware and will prepay these amounts, and (iii) the time required to procure and provision hardware will vary on factors outside of IZT's control related to but not limited to hardware availability, hardware order volume, complexity of provisioning, and the ultimate ship to address of goods. Customer will make hardware decisions with an understanding of items (i), (ii), and (iii) above.

2.1 Restrictions

Customer will not, and will not permit any third party to, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the IZT ONE Platform (including any software used to provide the IZT ONE Platform) or the Client Software (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the IZT ONE Platform or Client Software; or copy (except for archival purposes), rent, lease, pledge, assign, or otherwise transfer or encumber rights to the IZT ONE Platform or Client Software; post, upload, or otherwise store or transmit through the IZT ONE Platform any data or other content that is obscene, pornographic, threatening, harmful, or otherwise violates this Agreement or the rights of others; or use the IZT ONE Platform or Client Software (i) for the benefit of a third party, (ii) other than for Customer's own internal business purposes, (iii) to build a competitive product or service, (iv) in violation of any applicable laws, rules and regulations, or (v) as a relied upon means for contacting any police, fire, medical, or other emergency services.

2.2 Security Safeguards

Customer will use reasonable measures to safeguard the security of any credentials issued by IZT or registered by Customer for access to the IZT ONE Platform in order to prevent unauthorized access to the IZT ONE Platform, and shall notify IZT promptly of any such unauthorized access or use that it becomes aware of. Customer shall be responsible for compliance with this Agreement by any person or entity it allows to access the IZT ONE Platform on its behalf.

3.1 Personal Information

If Customer Information includes personally identifiable information of Customer's employees, agents, contractors and other users of the Customer Systems (collectively, "Customer Users"), IZT will only access such information as reasonably necessary for its provisioning and delivery of the Services and as otherwise authorized by Customer. In the course of providing the Services, IZT generally does not require, and therefore, IZT generally does not request, any personally identifiable information of Customer's clients that may have been collected by Customer in the course of Customer's provision of products and services to such clients.

3.2 Authorized Customer Users

From time to time, Customer will designate one or more Customer representatives as having the authority to take administrative actions with respect to the Services ("Authorized Customer Users"). IZT shall be entitled to rely on the instructions and/or other information provided by Authorized Customer Users or otherwise provided through the IZT account associated with Authorized Customer Users and may communicate with Customer Authorized Users regarding all aspects of the Services, the Customer Systems and Customer Information. IZT shall have no obligation to evaluate any such instructions or information or to identify or warn against the potential effects of such instructions. IZT shall not be liable for the results of any actions or inactions carried out in reliance on such instructions or information. It is the sole responsibility of Customer to have in place its own internal policies and procedures regarding Customer Users' interactions with IZT and the IZT ONE Platform and Support Services.

3.3 Customer Representations

Customer represents and warrants to IZT that (i) it has informed and will at all times keep informed its Customer Users of the fact that their use of the Customer Systems is subject to monitoring (including as contemplated hereunder), (ii) the Customer Information and other information provided to or accessed or used by IZT for the purposes set forth under this Agreement was lawfully acquired without violating the rights of any parties, and (iii) such access and use will not violate the privacy rights or any other rights (statutory or otherwise) of the Customer Users or other parties. IZT may (but is not required to) suspend activity hereunder with respect to any actual or alleged breach of the foregoing representations.

4.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, IZT and its licensors reserve all respective right, title, and interest in and to the Services, and IZT Materials, including all respective Intellectual Property (as defined below) therein or related thereto. No rights are granted to Customer hereunder other than as expressly set forth herein.

4.2 Ownership Rights

IZT shall retain all ownership rights, title, and interest in and to the Services and all results thereof, any technology, data, software, or documentation related to or resulting from the Services and all related Intellectual Property (collectively, "IZT Materials"). Nothing in this Agreement shall grant to either party any ownership or other Intellectual Property of the other party other than as expressly set out herein. If IZT provides Customer with any IZT Materials as a result of the provision of the Services, then: (a) it will remain the property of IZT, including all related Intellectual Property; and (b) subject to the terms and conditions of this Agreement, IZT grants Customer a non-exclusive, non-sublicensable, non-transferable license to use those IZT Materials for Customer's internal purposes solely in connection with its exercise of the rights and licenses granted to Customer under this Agreement.

4.3 Customer Materials

Customer hereby grants to IZT a nonexclusive, worldwide, transferable, fully paid-up, royalty-free, sublicensable right and license during the Term to use, reproduce, perform, display, transmit, operate, maintain, modify, and prepare derivative works of Customer Materials for the purpose of providing the Services to Customer in accordance with this Agreement.

4.4 Anonymous Data

Notwithstanding Section 4.3, IZT shall have the right to compile, use, distribute, copy, incorporate, report on, create derivatives of and otherwise benefit from Anonymous Data for IZT's business purposes, including but not limited to assessing the operation and organizational effectiveness of the Services, for use in IZT's existing or future products or services and marketing, internal or external reporting and/or management purposes. "Anonymous Data" means data submitted to or collected or generated by IZT in connection with Customer's use of the Services, but only in anonymized form that is not linked specifically to Customer.

5.1 Definition

"Confidential Information" means all financial, business, operational, marketing or technical information disclosed by or for a party in relation to this Agreement whether disclosed in tangible, written, oral or electronic form, that is of a nature that should reasonably be considered to be confidential and proprietary. Without limitation, (a) all non-public product, pricing and technical information related to the Services shall be treated as IZT's Confidential Information and (b) all Customer Information shall be deemed Customer's Confidential Information for purposes of this Section 5.

5.2 Exclusions

Confidential Information expressly excludes any information to the extent that a receiving party can demonstrate such information is (a) already known by it without restriction prior to receipt from the disclosing party, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party, (c) generally available to the public without breach of this Agreement or (d) independently developed by the receiving party without reference to or use of any of the disclosing party's Confidential Information.

5.3 Confidentiality Obligations

Except for the specific rights expressly granted by this Agreement, the receiving party shall not use, copy or disclose any of the disclosing party's Confidential Information without disclosing party's prior written consent. The receiving party shall use the disclosing party's Confidential Information solely for the purpose of exercising its rights and performing its obligations hereunder. The receiving party shall only disclose Confidential Information to its employees, contractors and agents ("Representatives") who have a need to know for the purposes of this Agreement and are bound by substantially similar confidentiality obligations and shall use reasonable care to safeguard the disclosing party's Confidential Information.

5.4 Compelled Disclosure

Nothing herein shall prevent a party from disclosing this Agreement or any of the other's Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, the receiving party shall use commercially reasonable efforts to (a) promptly notify the disclosing party in writing of such requirement to disclose and (b) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.

6.1 Security Policy

In providing the IZT ONE Platform and performing the Support Services, IZT shall act in accordance with its current information security policy. A copy of IZT's information security policy can be referenced at https://izt.tech/security. IZT will not make any changes to its information security policy which materially reduces the level of security being provided by IZT.

7.1 Fees

Customer will be responsible for all fees specified in the applicable Order Form(s) ("Fees"). IZT reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of each pre-paid term or at the end of the then-current prepaid renewal term, as applicable, upon sixty (60) days prior notice to Customer (which may be sent by email), except as otherwise specified on the Order Form.

7.2 Payment Terms

All undisputed Fees must be paid in accordance with the payment terms set forth in the Order Form or the Services may be suspended or terminated. If any part of the Fees charged to Customer's credit card or paid via ACH or similar electronic payment method are declined, reversed, charged back or for any other reason not paid in full via such electronic payment method, IZT shall have the right, exercisable in its sole discretion and without prejudice to any of its other rights or remedies under this Agreement, to either resubmit such charges to Customer's form of payment or invoice Customer for the amount of such charges (with payment due within ten (10) days after receipt of invoice), in each case, plus a returned payment charge of $35 or the maximum permitted by applicable law, if less.

7.3 Taxes

Customer shall be responsible for all taxes imposed or based on the Services other than taxes based on IZT's net income.

8.1 Term

Unless terminated earlier as provided below, this Agreement shall govern the Order Form(s) that reference this Agreement and shall remain in effect until the last Order Form expires or terminates hereunder or in accordance with the terms and conditions of the applicable Order Form. Customer acknowledges that the paid user count entered into on each Order Form may not be reduced during the term of the Order Form. In addition, Customer acknowledges that additional paid users added during the term may not be reduced during the remainder of the Order Form term.

8.2 Renewal

Each Order Form shall remain in effect from the Start Date specified therein for a period equal to the initial term specified therein. Unless a party cancels an applicable Order Form at least thirty (30) days prior to the end of the initial term thereof, Customer will be charged for, and the Order Form will automatically renew, for a subsequent service term equal in duration to the previous service term at then current market pricing.

8.3 Termination

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party breaches any of the terms or conditions of this Agreement and fails to remedy such breach within such 30-day period. Such written notice must identify the alleged breaches in detail reasonably sufficient to allow the recipient to investigate and be provided an opportunity to cure. Customer will pay all undisputed, properly invoiced amounts for the Services up to and including the last day of the term of each Order Form. IZT may temporarily suspend access to the Services and/or remove Customer Information from the IZT ONE Platform if IZT in good faith believes that, as part of using the Services, Customer has violated a law. IZT will use commercially reasonable attempts to contact Customer in advance of suspension of service as described in this section 8.3.

8.4 Effect of Termination

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, intellectual property ownership, warranty disclaimers, indemnification obligations, and limitations of liability.

9.1 Limited Warranty

IZT warrants that the IZT ONE Platform shall perform in substantial accordance with this Agreement, the applicable Order Form, and any and all official specifications and similar documentation provided to Customer by IZT. In the event the IZT ONE Platform does not substantially conform to such specifications or documentation, Customer shall provide written notice of non-conformance to IZT and IZT shall, at its option and as its sole obligation and as IZT's sole liability and Customer's exclusive remedy with respect to the foregoing warranty (without limiting any other non-warranty claim hereunder), repair the affected portion of the IZT ONE Platform at no additional charge, or, if it determines that the foregoing option is not commercially practical, terminate this Agreement with respect to the IZT ONE Platform and issue a refund for any prepaid amounts for unused portions of the term. To the extent it is permitted to do so, IZT will pass through to Customer any third-party warranties in respect of the Hardware and/or Purchased Third Party Software as applicable. IZT further warrants that the IZT ONE Platform will be delivered in a timely, professional and workmanlike manner and with a degree of quality in line with applicable industry standards.

9.2 Disclaimer

EXCEPT AS MAY BE PROVIDED BY SECTION 1.4 AND SECTION 9.1, IZT DOES NOT WARRANT THAT THE IZT ONE PLATFORM, SUPPORT SERVICES, HARDWARE, OR PURCHASED THIRD PARTY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. OTHER THAN THE EXPRESS WARRANTY SET FORTH IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" AND IZT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

10.1 Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, NEITHER PARTY (INCLUDING SUCH PARTY'S SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES) SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (B) FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO IZT FOR THE IZT ONE PLATFORM AND SUPPORT SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM GIVING RISE TO SUCH DAMAGES. IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL IZT (OR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES) BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY.

10.2 Exceptions

THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL NOT APPLY TO (A) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO A PARTY'S INDEMNIFICATION OBLIGATIONS IN SECTION 11, OR (C) TO ANY BREACH OF SECTION 4 (INTELLECTUAL PROPERTY) OR SECTION 5 (CONFIDENTIALITY).

11.1 IZT Indemnification

IZT will indemnify, defend and hold harmless Customer and Customer's officers, directors, employees, agents and representatives from all third-party claims that the Services provided by IZT, when used and operated in accordance with the terms and conditions of this Agreement, infringe any intellectual property rights of such third party. IZT shall have sole control over the defense and/or settlement of any claim subject to indemnification by IZT and will pay all losses, damages, awards, penalties and/or settlement amounts finally awarded to such third party by a court of competent jurisdiction, or agreed to in a monetary settlement, with respect to any such claims; provided, however, that IZT will not settle any such claim without the prior written consent of the indemnified party (such consent not to be unreasonably withheld, conditioned or delayed) unless the settlement requires only the payment of money and includes a full and unconditional release of all liability. Customer shall promptly notify IZT of any such claim and provide IZT with reasonable assistance in connection with any such claim.

11.2 Remedies

If the Client Software or IZT ONE Platform becomes or, in IZT's opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, IZT may, at its option (1) obtain for Customer the right to continue using the Client Software or IZT ONE Platform or (2) replace or modify such Client Software or IZT ONE Platform so that it becomes non-infringing without substantially compromising its principal functions. If (1) and (2) are not reasonably available to IZT, then it may (3) terminate this Agreement upon written notice to Customer and issue a refund for any prepaid amounts for unused portions of the term.

11.3 Exceptions

IZT shall have no liability or obligation to Customer under Section 11.1 with respect to any claim based upon (i) any use of the Services not strictly in accordance with this Agreement, (ii) use of the Services in an application or environment or on a platform or with devices for which it was not designed or contemplated, (iii) alterations, combinations or enhancements of the Services not created by IZT, (iv) that portion of the Services which implements Customer's unique requirements and not generally offered to other IZT customers, or (v) Customer's continuing allegedly infringing activity after being notified thereof or its continuing use of any version of the Services after being provided modifications that would have avoided the alleged infringement.

11.4 Customer Indemnification

Customer will defend IZT and IZT's officers, directors, employees, agents and representatives from all third-party claims that arise in connection with any breaches of Sections 1.5, 1.6 and 3.3. Customer will pay all losses, damages, awards, penalties and/or settlement amounts finally awarded to such third party by a court of competent jurisdiction, or agreed to in a monetary settlement, with respect to any such claims. Customer shall have sole control over the defense and/or settlement of any claim subject to indemnification by Customer; provided, however, that Customer will not settle any such claim without the prior written consent of the indemnified party (such consent not to be unreasonably withheld, conditioned or delayed) unless the settlement requires only the payment of money and includes a full and unconditional release of all liability. IZT shall promptly notify Customer of any such claim and provide Customer with reasonable assistance in connection with any such claim.

11.5 Exclusive Remedy

THIS SECTION 11 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.

12.1 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

12.2 Assignment

This Agreement is not assignable, transferable or sublicensable by a Party except with prior written consent of the other Party, except that either party (without consent) may assign its rights and obligations hereunder to any of its affiliates or to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of stock or assets, merger, consolidation or otherwise).

12.3 Entire Agreement

Both parties agree that this Agreement (including the Order Forms) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise expressly provided herein.

12.4 Relationship of Parties

No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party shall have any authority of any kind to bind the other party in any respect whatsoever.

12.5 Notices

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

12.6 Governing Law

This Agreement shall be governed by the laws of the United States and the State of Delaware without regard to its conflict of law provisions.

12.7 Force Majeure

Neither IZT or Customer shall be held liable for failure of or delay of performance under this Agreement if said failure or delay is due to a force majeure event such as but not limited to an act of God, natural disaster, war, an act of terrorism, action of foreign adversaries, a labor strike, government sanction, or failure of utility services.

12.8 Counterparts and Electronic Signatures

This Agreement may be executed in one or more counterparts, all of which shall constitute the same instrument. Execution and delivery of this Agreement may be evidenced by electronic signature, or delivery of an executed and scanned PDF copy via electronic mail. By signing an Order Form that references this Agreement, or by accessing or using the Services or Support, Customer agrees to be bound by the terms and conditions of this Agreement.