TERMS AND CONDITIONS

1. Data Load.

a. Visage agrees that for a 12-month period it will load data from Partner’s clients received from the domestic telecommunication carriers highlighted in the table above (“Carrier Data”) into Visage’s MobilityCentral SAAS application at no charge to Partner.

b. During the 12-month period Visage will provide Partner with a monthly email sent directly to Partner detailing an overview of the Partner’s client’s mobility usage and charges. The overview will provide aggregate information on the client’s account only and will not include call-level detail. Partner will have no obligation to purchase any service from Visage.

c. Authorization to Access Concur Data (FOR CONCUR CUSTOMERS ONLY). Partner agrees that it will secure agreement from Partner’s customer to the terms below that grants Concur authorization to share Partner’s customer’s Concur data with Visage in order for Visage to be able to fulfil delivery of the Services

Partner’s customer and Concur Technologies, Inc. “Concur” are parties to an agreement (the “Agreement”), under which Concur has been retained to provide certain Concur business services to Partner’s customer (the “Concur Service”). In connection with the Concur Service, Concur may obtain access to information with respect to Partner’s customer and its agents and affiliates, and each of their respective employees, agents, and users of the Concur Service (collectively, the “Concur Customer Data”).

Partner’s customer has entered into an arrangement under which Visage will provide certain products or services to Partner’s customer that will integrate with the Concur Service and access and use certain Concur Customer Data.

Notwithstanding anything to the contrary in the Agreement or otherwise, Partner’s customer hereby:

(a) authorizes Concur to link the Concur Service with the Service and to disclose, deliver, and provide any and all Concur Customer Data to Visage for the purpose of the provision of the Service and for its internal business purposes;

(b) waives, releases, and forever discharges Concur and all of its officers, directors, employees, shareholders, agents, and affiliates, and all of their respective successors and assigns, from any and all claims and causes of action, whether known or unknown, which Client may have arising out of or relating to Concur’s disclosure, delivery, and/or provision of any and all Concur Customer Data to Visage in accordance with the authorization provided herein; and

(c) indemnifies and holds harmless Concur and all of its officers, directors, employees, shareholders, agents, and affiliates, and all of their respective successors and assigns, from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by any third party to the extent relating to Concur’s performance in accordance with the authorization provided hereunder.

This authorization: (i) shall be binding upon Partner’s customer and its successors, assigns and transferees by operation of law or otherwise; and (ii) shall be made and construed in accordance with the laws of the jurisdiction in which the Agreement is governed, without regard to conflicts of laws principles.

2. Partner Warranties and Responsibilities.

a. Partner represents and warrants that it (i) has the proper authority to enter this Agreement and (ii) has all necessary rights to permit Visage to perform the actions contemplated by this Agreement. Partner agrees to provide Visage with the necessary carrier credentials from its clients so that Visage can extract data directly from the carrier on the Partner’s client’s behalf.

3. Intellectual Property.

a. Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, Visage reserve all rights, title and interest in and to MobilityCentral, including all related intellectual property rights. No rights are granted to Partner hereunder other than as expressly set forth herein. Partner will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Visage.

b. Suggestions. Visage shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use any suggestions, enhancement requests, recommendations or other feedback provided by Partner relating to the services being offered hereunder. Partner acknowledges and agrees that product or service incorporating such suggestions, enhancement requests, recommendations or other feedback shall be the sole and exclusive property of Visage and all such recommendations shall be free from any confidentiality restrictions that might otherwise be imposed upon Visage pursuant to Section 4 below.

4. Confidential Information.

a. For purposes of this Agreement, “Confidential Information” means the results of the analysis provided to the Partner or Partner’s client by Visage and any proprietary, technical or business information disclosed by one party to the other party that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.

Confidential Information will not include information that:

(i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party;

(ii) was known by the receiving party prior to receiving such information from the disclosing party and without restriction as to use or disclosure;

(iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or

(iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party.

b. Each party agrees: (i) to maintain the other party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties; and (iii) not to use any such Confidential Information for any purpose other than as required under this Agreement. Each party may disclose the Confidential Information of the other party to its employees only; provided that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. The provisions of this Section 4(b) will not restrict a party from disclosing the other party’s Confidential Information to the extent required by any law or regulation; provided that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure.

c. Upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies).

d. All Confidential Information remains the sole and exclusive property of the disclosing party. Each party acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to the receiving party, by license or otherwise, in or to any Confidential Information of the disclosing party, or any patent, copyright or other intellectual property or proprietary rights of the disclosing party, except as specified in this Agreement.

e. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”.

f. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information would cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.

g. Partner agrees that it will secure permission from Partner’s client so that Visage may use Carrier Data for anonymous statistical purposes, including to compile aggregate performance or use data that relates to a group or category of services or customers, from which individual identities and characteristics have been removed (“Aggregate Data”). Visage may use Aggregate Data for any lawful business purposes, provided that such information does not incorporate any personally identifiable information or Confidential Information. Visage retains all intellectual property rights in the Aggregate Data.

5. INDEMNIFICATION

a. Indemnification by Visage. Visage, at its expense, will defend and pay any settlement amounts or losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) awarded by a court of final jurisdiction against Partner, arising out of any third party claim, suit or proceeding alleging that Partner’s use of the reporting and analysis service offered hereunder in accordance with the terms and conditions of this Agreement infringes a United States copyright or patent issued as of the Effective Date of any third party. The foregoing obligation shall not apply with respect to a claim of infringement if such claim arises out of (i) use or supply of unauthorized or infringing Carrier Data (ii) if Partner continues the allegedly infringing activity after being informed of modifications that avoid the alleged infringement, or (iii) Partner’s violation of applicable law.

b. Indemnification by Partner. Partner, at its expense, will defend and pay any settlement amounts or damages awarded by a court of final jurisdiction against Visage arising out of any third party claim, suit or proceeding arising from occurrence of the conditions set forth in Section 5(a)(i)-(iii) above.

c. Conditions. The parties’ obligations under this Section are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim under this Section, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party or imposes additional obligations on the indemnified party, without the prior express written consent of the indemnified party. The rights and remedies set forth in this Section are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable third party claim.

6. LIMITATION OF LIABILITY

a. Limitation of Liability. IN NO EVENT SHALL 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 $100,000.

b. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. General.

This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of California (excluding its body of law controlling conflicts of law). This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, and any attempted assignment without such consent will be void.