1. SaaS Defined. The products listed on the Product Schedule (the “Products”) are a combination of CeriFi owned or licensed intellectual property (the “Software”) and the CeriFi owned or licensed platform (the “Platform”). The Software and the Platform together are the SaaS application (the “SaaS”). Subscriptions to the SaaS are “seat licenses” sold in one-year increments for use by Client’s internal users (“User(s)”).

2. Changes. CeriFi reservices the right to make changes, updates and modifications to the SaaS from time to time.

3. Grant of License. Subject to Client’s compliance with the terms and conditions of these T&Cs, CeriFi will make the SaaS available to Client and its Users from the Start Date until the End Date stated in the Product Schedule (the “Term”) on the Order Form. During the Term, CeriFi grants Client a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS, solely for the Client’s internal business purposes and the education of its Users. Client acknowledges that there are no additional licenses granted by implication under this Agreement and no rights are granted to Client hereunder other than as expressly set forth herein. “Agreement” shall mean these T&Cs, any applicable incorporated documentation and the Order Form.

4. License Restrictions. Client shall not and shall ensure that none of its Users do any of the following: (1) copy or create any derivative works based on the SaaS; (2) license, sublicense, sell, resell, rent, lease, transfer, assign, commercially exploit, or otherwise transfer or make the SaaS available to any third-party or act as a service bureau or provider of application services to any third-party; (3) provide access to the SaaS to a User who is a direct competitor of CeriFi; (4) engage in any benchmarking or other competitive purposes; (5) use the SaaS in violation of applicable law or in a way that infringes any Intellectual Property Rights (as defined in Section 10) of CeriFi or a third party; or (6) use the SaaS in any manner that is inconsistent with the terms of T&Cs, including sending or storing any malicious code in the SaaS.

5. Access. Client accesses the SaaS via a web browser in its environment connecting to the SaaS. Access to the SaaS is controlled by password. Client’s admin Users will provide its Users with unique usernames and Client’s Users establish the password. Client agrees that User subscriptions cannot be shared or used by more than one User. Client is responsible for the use of its Users’ passwords and usernames and will implement and use industry standard measures to maintain the security and confidentiality of User passwords. If Client provides Users who are affiliates of Client with access to the SaaS, then the term “Client” shall also include such Client affiliate(s). Client shall be responsible for the acts and omissions of all Users in their use of the SaaS. CeriFi will not be liable to the extent any unauthorized access to the SaaS is obtained because of Client’s improper administration of User access.

6. Suspension and Termination. Upon notice, CeriFi may suspend, limit or terminate Client’s use of the SaaS if Client (1) becomes insolvent; or (2) breaches any terms herein and upon 30 days written notice does not remedy.

7. SaaS Warranties. CeriFi warrants that during the Term: (1) the SaaS shall be performed materially in accordance with the documentation related to the service, (2) the SaaS shall be protected by industry-standard security measures; (3) CeriFi will use commercially reasonable efforts to make the SaaS available with a 99% uptime, and (4) the functionality of the SaaS and the security measures will not materially decrease; provided, however, that CeriFi will have no obligation to the extent that a breach of the foregoing arises from or relates to: (1) any modification of the SaaS not made or authorized in writing by CeriFi; or (2) use of the SaaS in an unauthorized manner or any manner inconsistent with these T&Cs or any additional documentation provided by CeriFi to Client. For any breach of this warranty, Client’s exclusive remedy shall be, at CeriFi’s option, either (1) suspension of the relevant Order Form and a pro-rata refund of the prepaid subscription fees paid by Client for such defective SaaS, or (2) repair of the SaaS in a manner that conforms to the documentation.

8. Mutual Warranties. Each Party warrants to the other that it: (1) has the authority to enter into this Agreement; (2) is a properly incorporated organization in good standing in the state or country where it is formed; (3) shall comply with applicable law with respect to the performance of its obligations hereunder; (4) possesses the right, title, and interest for the intellectual property required to execute its obligations hereunder; and (5) shall not copy, modify or creative derivative works based on the Intellectual Property Rights of the other Party unless expressly authorized herein.

9. Disclaimer. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. NO REPRESENTATION, WARRANTY OR INDEMNITY THAT IS NOT SPECIFICALLY CONTAINED IN THESE T&Cs SHALL BE DEEMED TO BE MADE BY EITHER PARTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SAAS IS PROVIDED “AS IS” AND CERIFI DOES NOT WARRANT THAT THE SAAS WILL BE ERROR FREE OR UNINTERRUPTED.

10. Proprietary Rights. Subject to the limited rights expressly granted herein, CeriFi and its licensors reserve and retain all of its and their respective right, title, and interest in and to the SaaS and documentation, including all Intellectual Property Rights therein. “Intellectual Property Rights” shall means copyrights (including the right to copy, modify, distribute, display, perform and create derivative works from the work), trademarks (including trademark, service marks), patents (including the exclusive right to make, use and sell), trade secrets, trade names, rights of publicity, rights of privacy, and all other intellectual property rights.

11. Indemnification. CeriFi will indemnify Client against any judgment finally awarded against Client for Claims brought under applicable law based on a finding that Client’s use of the SaaS infringes the Intellectual Property Rights of a third-party; provided, however, that CeriFi will have no indemnification obligation to the extent any such infringement: (1) relates to or is caused by use of the SaaS in combination with any other software, data, product, process, or material not provided by CeriFi, and the infringement would not have occurred but for the combination; (2) arises from or relates to any modification of the SaaS not made or authorized in writing by CeriFi; (3) use of the SaaS in violation of applicable law; or (4) where Client continues the activity or use constituting or contributing to the infringement after notification by CeriFi. If (i) Client is enjoined from using the SaaS; or (ii) the SaaS become, or CeriFi believes the SaaS is likely to become, the subject of an infringement claim, then CeriFi shall have the right, in its sole discretion, to: (a) obtain for Client the right to continue use of the SaaS; or (b) replace or modify the SaaS so that they are no longer infringing. If neither of the foregoing options is reasonably available to or commercially feasible for CeriFi, then CeriFi, in its sole discretion, may terminate this Agreement and CeriFi’s sole liability shall be to provide Client a pro-rata refund of any prepaid fees attributable to the access to the SaaS that was to be provided after the effective date of termination. This section sets forth CeriFi’s sole liability and Client’s sole and exclusive remedy with respect to any claim of intellectual property infringement.

Client shall indemnify, defend and hold CeriFi harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against CeriFi by a third party arising out of or related to the use of the SaaS by the Client or its Users and/or or Customer’s breach of this Agreement.

12. Limitation of Liability. EXCEPT FOR OBLIGATIONS IN SECTION 4 (1)(2)&(3), IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, LOST PROFITS, LOST REVENUE, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND OR NATURE HOWSOEVER CAUSED, OR FOR ANY LOSS OF BUSINESS, REVENUE, AND/OR LOSS OR CORRUPTION OF ANY DATA AND/OR COST OF DATA RECONSTRUCTION OR PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS OR SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE LIMITED REMEDIES SET FORTH IN THIS AGREEMENT SHALL SURVIVE AND SHALL APPLY EVEN IF THE LIMITED REMEDIES ARE FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

13. Confidential Information. Each Party may disclose Confidential Information to the other during the Term of this Agreement(such as payment information stored outside the SaaS). Confidential Information does not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) is received from a third-party without breach of any obligation owed to the Disclosing Party; or (4) was independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, visually, or in writing that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. CeriFi Confidential Information includes the Services (including all documentation); and Confidential Information of each Party includes the terms and conditions of this Agreement (including pricing), as well as business and technical information disclosed by such Party. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (1) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (2) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ Personnel who need access to the Confidential Information for purposes consistent with this Agreement containing protections, or have ethical duties to the Receiving Party, not materially less protective of the Confidential Information than those herein. Each Party shall be and remain fully liable and responsible for its representatives’ unauthorized disclosure or use of the other Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by applicable law, or by and order of a court of competent jurisdiction. The Receiving Party may disclose such Confidential Information, provided the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure or limit the extent of the disclosure through a protective order or other legal measure. Notwithstanding anything to the contrary contained herein and provided the obligations of this “Confidentiality” section will continue to apply for the period such Confidential Information is retained, Receiving Party: (1) will be entitled to retain copies of Confidential Information for internal record keeping purposes and compliance with applicable law and industry standards or for the purposes of defending or maintaining litigation; and (2) will not be obligated to erase Confidential Information that is contained in its archived data storage. Receiving Party acknowledges that a breach of this “Confidentiality” section could cause Disclosing Party irreparable harm and significant injury, which may be difficult to ascertain; accordingly, the Receiving Party agrees that Disclosing Party will have the right to pursue any and all rights and remedies available at law and equity for such breach.

14. Governing Law; Venue. This Agreement and any claim, controversy, right, obligation or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, US, without regard to conflicts of laws principles. The Parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts in the county of Fulton, state of Georgia. The Parties waive any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. Neither Party shall bring any action against the other Party arising out of or related to this Agreement more than one year after the occurrence of the event which gave rise to such action.

15. Privacy. Applicable to WLEC products, CeriFi collects, stores, maintains, and shares information in accordance with its Privacy Policy, which is available at https://westlegaledcenter.com/prm/prmJSF.jsf?id=26. By accepting these T&Cs, Client acknowledges and consents to the terms and conditions of the Privacy Policy.

16. Entire Agreement. The Agreement is the entire understanding between Client and CeriFi regarding Client’s use of the SaaS and supersedes and merges all prior and contemporaneous, written or oral, agreements, understandings, proposals, marketing materials and representations concerning its subject matter and the SaaS and there are no representations, understandings or agreements that are not fully expressed herein. Except as otherwise provided herein, no provision of this Agreement may be amended, superseded or terminated, or any term or condition waived, unless the Parties agree in writing, signed by a duly authorized representative of each Party.

17. Assignment. Neither Party may make an assignment of this Agreement or any interest herein, by operation of law or otherwise, without prior written consent of the other Party, which may not be unreasonably withheld or delayed. Provided, however, CeriFi may delegate or transfer any obligation set forth in the Agreement, assign the Agreement, or assign any rights or remedies granted in the Agreement in whole or in part to an Affiliate or in connection with a reorganization, merger, acquisition, divestiture or similar business transaction.

18. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to applicable law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

19. Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right or any other right. Any waiver of any right or remedy under this Agreement must be in writing and signed by a duly authorized representative of each Party. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.

20. Interpretation.The Parties agree that any term or condition contained in Client’s purchase order shall not add-to, modify or amend the terms of this Agreement. This Agreement will be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there will be no presumption or inference against the Party drafting this Agreement. Headings contained in this Agreement are inserted for convenience of reference only and shall not in any way define or affect the meaning or interpretation of any provision of this Agreement.

21. Force Majeure. Neither Party shall be liable for any failure or delay in its performance due to circumstances beyond its reasonable control provided that it notifies the other Party as soon as practicable and uses commercially reasonable efforts to resume performance. 22. Notice. Unless indicated otherwise in the Agreement all notices must be in writing and sent by email to legal@Cerifi.com and the CeriFi Sales Contact’s email address listed in the relevant Order Form or Renewal cc’d; or sent by mail to:

Attn. CeriFi Sale’s Contact listed in Order Form 3625 Brookside Pkwy. Suite 450

Alpharetta, GA 30022

23. General. This Agreement may be executed by electronic signature and delivered by emailed PDF which will be deemed to be “in writing” to the same extent and with the same effect as if the Agreement had been signed manually. All provisions of this Agreement including, without limitation, provisions relating to disclaimers of warranties, remedies, damages, confidentiality, limitation of liability, governing law and venue, indemnification, termination, waiver, notices, payment obligations, interpretation and order of precedence, shall survive termination or expiration of this Agreement for any reason.