Praxinet, Inc.

Atlas+ Azure EULA

Praxinet grants to Prospects the right to use the Atlas+ Instant Demo and/or Atlas+ Explorer. Such use must be in accordance with this Agreement.

Prospect agrees that use of Atlas+ Instant Demo and/or Atlas+ Explorer is for demonstration purposes only.

Liability: Praxinet assumes no liability for any aspect of use of Atlas+ Instant Demo and/or Atlas+ Explorer. Prospect assumes all liability associated with downloading and use of Atlas+ Instant Demo and/or Atlas+ Explorer.

Praxinet Property: Praxinet reserves all of its intellectual property and other proprietary rights in the Praxinet Property including Praxinet owned Trademarks and/or Copyrights for various Atlas+ related components including the underlying data model, algorithms, business rules, user interface design, ETL, computer code, system documentation, training and demonstration materials and all related intellectual property. The rights to the Praxinet Property will not be transferred to the Prospect or other person under this Agreement. Prospect will use the Atlas+ Instant Demo and/or Atlas+ Explorer only for its use and/or that of its Advertisers as authorized by Praxinet.

Prospect acknowledges that it shall not use the Atlas+ Instant Demo and/or Atlas+ Explorer for any other entity unless Praxinet has authorized such use. The rights and access to services granted to Prospect under this Agreement constitute all Prospects’ rights to use, reproduce and access the Atlas+ Instant Demo and/or Atlas+ Explorer. Without limiting the generality of the foregoing, Prospect shall have no right to, and Prospect shall not:

Ø Grant any use, access, or rights to the Atlas+ Instant Demo and/or Atlas+ Explorer to any person other than an Authorized User;

Ø Modify or create any derivative work based on the Atlas+ Instant Demo and/or Atlas+ Explorer ;

Ø Reverse engineer, disassemble or decompile any intellectual property in the Atlas+ Instant Demo and/or Atlas+ Explorer or discover or recreate the source code of any software in the Atlas+ Instant Demo and/or Atlas+ Explorer , except as permitted by law but notwithstanding any contractual prohibition (and in those cases, Prospect shall use the appropriate interoperability and other data if made available by Praxinet;

Ø Remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to the Atlas+ Instant Demo and/or Atlas+ Explorer unless otherwise agreed to with Praxinet;

Ø Provide any materially inaccurate or incomplete data to Praxinet, including the names and roles of Authorized Users, or the identity of any Advertiser or Publisher;

Ø Upload, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, trade name, link, advertising or services that violate any applicable law or regulation, including false advertising or unfair competition under the law of any jurisdiction or infringement or misappropriation of any proprietary, intellectual property, contract or tort right of any person;

Ø Otherwise engage in any use, reproduction, distribution, disclosure or other activity using Atlas+ Instant Demo and/or Atlas+ Explorer or Praxinet Confidential Information not expressly authorized under this Agreement or by Praxinet in writing;

Ø Transmit any data to Praxinet in connection with this Agreement that contains any PII, Objectionable Content, or any Sensitive Information, unless agreed by Praxinet in writing.

Ø Transmit any data to Praxinet if such transmission would violate any applicable laws or regulations, including the Fair Credit Reporting Act, Gramm Leach Bliley Act, Health Insurance Portability and Accountability Act, or Children's Online Privacy Protection Act.

Usage. Praxinet may immediately suspend Prospect’s right to use the Atlas+ Instant Demo and/or Atlas+ Explorer for any reason including for convenience or if Praxinet reasonably believes that:

Ø Prospect is not operating in compliance with applicable laws or regulations;

Ø Prospect not complying with the terms and conditions of the agreements with individual data source providers.

Ø Prospect is not in compliance with industry best practices relating to privacy, security, and/or fair and reasonable business practices.

Disclaimers Regarding Atlas+ Instant Demo and/or Atlas+ Explorer . EXCEPT AS EXPLICITLY SET OUT IN THIS AGREEMENT, PRAXINET DISCLAIMS, AND PROSPECT WAIVES, ALL WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO THE ATLAS+ SERVICES. PRAXINET DOES NOT GUARANTEE THE LEVEL OR NATURE OF CONSUMER RESPONSE TO THE ATLAS+ SERVICES PROVIDED UNDER THIS AGREEMENT. PRAXINET WILL NOT BE LIABLE FOR ANY ERRORS IN CONTENT OR OMISSIONS IN ANY ADVERTISER’S ADS OR MEDIA DATA SUPPLIED TO ATLAS+. PRAXINET DOES NOT GUARANTEE THAT THE ATLAS+ SERVICES, OR ANY OTHER ITEMS FURNISHED BY PRAXINET UNDER THIS AGREEMENT ARE FREE FROM VIRUSES, BUGS, ERRORS, DEFECTS OR DEFICIENCIES OR THAT USE OF THE PRAXINETSERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Security Disclaimer. PROSPECT WILL BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE OPERATION AND SECURITY OF PROSPECT’S INTERNET TRANSACTIONS AND COMMUNICATIONS THROUGH ACCESS TO OR USE OF THE ATLAS+ SERVICES.

Liability: THE PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF CUSTOMERS, DAMAGE TO REPUTATION, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; WHETHER BASED CONTRACT, TORT, OR OTHERWISE. THIS LIMITATION APPLIES EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SHOULD BE REASONABLY AWARE OF THAT POSSIBILITY; AND THE PARTIES’ LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PROPERLY PAYABLE BY PROSPECT in the six months preceding to the event causinE such liability.