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This Software License Agreement (“Agreement”) is entered into on the date Client executes an order form for 17-a-4 , LLC software (the “Effective Date”). This Agreement is made between Client and 17-a-4, LLC. This Software is not provided by Smarsh Inc

I. License Grant

a. 17a-4 hereby grants Client a nonexclusive, annual license to the software listed in the order form (“Software”).

II. Software Installation and Maintenance Services

a. 17a-4 will provide installation support in a professional manner in accordance with industry standards for the Software using WebEx or other remote access software unless other arrangements are made for the installation.

b. Client may move the Software to a different server(s) however Client is responsible for informing 17a-4 of the new Machine ID so 17a-4 may issue a new license key.

i. Requests for new keys will be made through 17a-4’s website support page: http://www.17a-4.com/technical-support/

ii. 17a-4 will respond with a new key in no more than 3 hours.

III. Software Licensing and Maintenance Fees

i. On-going support is provided based on payment of 17a-4’s Annual Support Fee. Requests for support should be made at: http://www.17a-4.com/technical-support/.

IV. Non-Affiliate Use

a. Client agrees that only affiliates and institutions owned by Client may use the Client’s license of the Software.

b. This Software is licensed only for use by Client and its support teams (including contractors) that may require access to perform checks following server maintenance or troubleshoot data load or technical issues including infrastructure upgrades.

V. Reservation of Rights and Ownership

a. 17a-4 reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. 17a-4 or its assigns grants a non-transferable, run-time license to Client to run the software.

VI. Limitations on Reverse Engineering, Decompilation, and Disassembly.

a. Client may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

VII. Disclaimer of Warranties

a. Use of the Software is provided on an “as is” basis and without warranty of any kind. To the maximum extent permitted by law, 17a-4 expressly disclaims any and all warranties and conditions of any kind whether expressed or implied, except as set forth herein.

b. 17a-4 does not warrant that

i. the Software will meet Client’s requirements,

ii. the Software is error-free or bug-free

c. Notwithstanding any other provisions of this Agreement, 17a-4 warrants that it has full title to and ownership of Software and that it has full power and authority to grant the licenses granted to Client under this Agreement. 17a-4 further warrants that the Software shall be free of any Disabling Code.

VIII. Indemnification and Limitation of Damages

a. 17a-4 will indemnify, defend, and hold Client and its subsidiaries and their directors, officers, employees, and agents harmless against any and all claims, actions, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and expenses that any information, design, specification, instruction, software, data or material furnished by 17a-4 (“Material”) infringes a valid copyright, trademark, patent or trade secret of any third party.

b. In the event that some or all of the Material is held or is believed to infringe, 17a-4 shall, at its expense and option will either: (i) modify the Material to be non-infringing; or (ii) replace and/or obtain a license to continue using the Material acceptable to Client.

c. Neither Party shall be liable for:

i. any indirect, incidental, special, consequential or exemplary damages;

d. Client expressly understands and agrees that 17a-4 shall not be liable for:

i. cost of procurement of substitute software or services;

ii. alteration of email data;

iii. any other matter relating to the Software.

e. Notwithstanding Section VIII(d), 17a-4 shall indemnify Client its subsidiaries and its respective officers, directors, agents and employees and hold them harmless against any claim or action that alleges that any portion of the Software as provided in this Agreement infringes any patent, copyright, trade secret or other proprietary right of a third party. Client agrees to notify 17a-4 as soon as administratively feasible in writing of any such claim and grants 17a-4 sole right to control the defense and disposition of such claim or action.

f. The indemnities contained in this Section VIII shall continue in full force and effect regardless of the expiration or termination of this Agreement.

IX. Confidentiality

a. “Confidential Information” means, subject to the other provisions of this Section: (a) all information, whether oral or written, disclosed by Client to 17a-4 or to which 17a-4 has access by virtue of this Agreement, and (b) any written material prepared by 17a-4 containing any Client Confidential Information.

b. “Confidential Information” does not include information that: (a) was available to 17a4 (free of any confidentiality obligation in favor of Client) prior to disclosure of such information by Client to 17a-4; (b) is made available to 17a-4 from a third party that (at the time of such availability) was not, to 17a-4’s knowledge, subject to a confidentiality obligation with respect to such information; (c) is made available to third parties by Client without restriction on the disclosure of such information, (d) is or becomes available to the public on or after the date of this Agreement (other than as a result of disclosure prohibited by any confidentiality obligation contained herein); or (e) is developed independently by 17a-4 without reference to the Confidential Information.

c. 17a-4 agrees that it will not disclose to Client any confidential, proprietary, patented, copyrighted, or trade secret information, or any other form of protectable intellectual property, regardless of whether such information is the property of 17a-4 itself or of some other individual or organization.

d. 17a-4 agrees: (a) to preserve the confidentiality of Confidential Information; (b) to use and/or permit the use of Confidential Information only for the purposes of, and to the extent necessary in connection with, providing its services under Section I of this Agreement and as required by Rule 17a-4(f)(3)(vii) under the 1934 Act; (c) to disclose Confidential Information to, and to permit the use of Confidential Information by, only such persons within 17a-4 who 17a-4 reasonably determines need to know such information in connection with the activities described in subparagraph (b); and (d) to use reasonable care to maintain the confidentiality of Confidential Information, provided that such care shall be at least as great as the precautions taken by 17a-4 to protect its own confidential and/or proprietary information. 17a-4 further agrees to immediately notify Client if it learns of any unauthorized disclosure by it of Confidential Information and to cooperate in any reasonable investigation or action Client determines is necessary as the result of such disclosure. 17a-4 agrees to comply with all federal, state and local laws pertaining to the treatment of non-public personal information and data security.

e. Notwithstanding anything to the contrary herein, 17a-4 is free to make (and this Agreement does not restrict) disclosure of any Confidential Information if required by law or compelled by subpoena from a court or other governmental authority of competent jurisdiction; provided that, to the extent permitted by, and practicable under, the circumstances, 17a-4 provides to Client (a) prior written notice of the intended disclosure or (b) if prior written notice is not permitted or practicable under the circumstances, prompt notice of such disclosure.

X. Certain Rights and Limitations

a. All Confidential Information shall remain the property of Client. The provision of Confidential Information hereunder shall not transfer any right, title, or interest in such information to 17a-4.

b. Termination of this Agreement shall not terminate, affect or impair any rights, obligations or liabilities with respect to the treatment of Confidential Information as set forth in this Agreement.

XI. Remedies

a. Upon Client’s reasonable request, 17a-4 agrees to return promptly to Client all Confidential Information that is in writing and in the possession of 17a-4 and, upon written request, to certify the return or destruction (at Client’s option) of all Confidential Information.

b. 17a-4 agrees that monetary damages may not be an adequate remedy for improper disclosure or use of Confidential Information or for other breaches of this Agreement, that Client, upon breach of this contract by 17a-4, shall be entitled to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without waiving any other right or remedy, and that 17a-4 shall not resist an application for such relief on the ground that Client has an adequate remedy at law.

XII. Miscellaneous

a. In the event that any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired, and the invalid, illegal, or unenforceable provision will be replaced by a mutually acceptable provision, which being valid, legal, and enforceable, comes closest to the intention of the parties underlying the invalid, illegal, or unenforceable provision.

b. 17a-4 acknowledges that it is Client’s policy that Client’s employees and their family members not offer, give, seek or accept any gifts or gratuities beyond common courtesies consistent with ethical business practices to or from anyone with whom Client has any business dealings. If 17a-4 learns of any violation of this policy in connection with this Agreement, 17a-4 shall promptly notify Client’s Chief Compliance Officer at XYZ.

XIII. Governing Law

a. This Agreement shall be governed by and construed in accordance with the laws of the State of New York including all matters of construction, validity, performance and enforcement.

XIV. Entire Agreement

a. This Agreement constitutes the entire agreement between the Parties. Any modification or waiver of any provision of this Agreement shall not be effective unless made in writing and agreed to by 17a-4.