This License Agreement (this “Agreement”), is made between RAMPxchange, LLC, an Indiana limited liability company (the “Company” or “RAMPxchange), and “User” as defined below.

 

WHEREAS, the Company intends, for the benefit of the businesses that become Clients, Providers, or otherwise users (“User(s)”) of RAMPxchange by entering into this Agreement to provide various products and services as more particularly described hereinafter; and

 

WHEREAS, the User desires to become, and the Company desires to accept, the User as one of RAMPxchange’s Users subject to and in accordance with the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants performed and to be performed hereunder, the Company and the User agree as follows:

 

General Services Provided. The Company will support the interests of the User by providing secure access to RAMPxchange Platform (“RAMPxchange Platform”) including access to qualified cybersecurity and risk management suppliers, talent, and category-specific RAMPxchange buying Users, security procurement templates, insightful and strategic cybersecurity informational metrics and resources, and other products and services, including facilitated procurement events, as well as data and standards, to State, Local and Education (SLED) and Commercial organizations (collectively, and as they exist from time to time, the “User Benefits”).

 

1. User Benefits. The Company will endeavor to develop and maintain from time-to-time User Benefits that, in the Company’s discretion exercised in good faith, provide value to Users in consideration of their User Fees paid. The types of User Benefits that RAMPxchange provides, include, but are not limited to, the following and may be dependent on the type of membership acquired by the User.

a. User will be entitled to a limited, non-exclusive, non-refundable license to use the proprietary RAMPxchange Software as a Service (SaaS) Platform as implemented and continually enhanced, including any current and future proprietary software developed by the Company for RAMPxchange Users.

b. RAMPxchange may include confidential ratings and associated feedback and information on Clients and Providers. User hereby consents to RAMPxchange displaying Provider cumulative ratings received. The Company nor RAMPxchange is the author of the ratings, has not contributed to it, and is not in any way responsible for such ratings.

c. RAMPxchange will utilize User submitted profile information to present capabilities to Buying Users of products or services.

d. RAMPxchange displays Solicitations to applicable Service Provider Users. The Company reserves the right to approve all Solicitations prior to public User notification.

e. RAMPxchange includes a network that includes, but is not limited to, Cloud Service Providers, Service Organizations including their supply chain providers, SLED organizations, cybersecurity related advisory, consulting, higher education, contract staffing organizations and authorized assessing organizations (3PAOs) for Users with defined engagement needs.

 

2. Proprietary Rights And Licenses.

a. License Grant. The Company hereby grants User a non-exclusive, nonrefundable, nontransferable, revocable licensed right, to access the RAMPxchange platform for the purpose of researching, identifying, and procuring services, talent, and products. User may not sublicense, use, access or share its User benefits to any other party without the Company’s prior written consent.

b. Restrictions. Except as expressly permitted by this Agreement, User may not itself, or permit any other party to: (i) copy or reuse content; (ii) translate, reverse engineer, decompile, disassemble (except to the extent applicable law specifically prohibit such restriction) or attempt to derive the source code of RAMPxchange or create derivative work product or let any third party do any of the foregoing; (iii) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign or transfer any rights, grant a security interesting, or transfer possession of its Users or (iv) use the Marketplace, content or use in any manner not in accordance with the terms and conditions of this Agreement.

 

3. Fees and Payment.

a. Transactional Fees shall be applicable as listed in the RAMPxchange Platform and as accepted by Client and Provider at time of engagement. When a Provider is selected and services are rendered from a Solicitation approved by Client, Provider authorizes the Company to withhold a transaction fee (as defined within the RAMPxchange Platform) from Provider payment. The Company shall collect payment from Client and shall remit payment to Provider on its designated payment processing schedule, up to a maximum of fifteen (15) business days from receipt of payment from Client.

b. Provider shall determine the applicability and payment of any sales or other tax on Provider’s products or services offered through the RAMPxchange Platform and the RAMPxchange Platform will identify relevant tax applicability. Sales Tax, where and if applicable, will be displayed and agreed to by both Client and Provider at the time of engagement acceptance. Taxes are subject to change over the duration of the engagement as applicable state or other laws change and will be reflected again at the time of milestone acceptance in the RAMPxchange platform. The Company makes no representation as to whether the service satisfies the applicable legal requirements regarding any taxes and hereby advises User to consult with appropriate tax advisers on such issues.

c. Fees are non-refundable, even for services later challenged or credited.

d. The Company shall charge User an annual membership fee in the amount of $1,200.00 per Client or Provider company.

e. All transaction or membership fees are subject to change in the Company’s sole discretion and upon notice to User.

 

4. Affiliate Program. 

a. Users may apply to become an affiliate within the RAMPxchange platform (“Affiliate”). The Company will review and approve applicants for the Affiliate Program in the Company’s sole discretion. The Company may modify or amend the terms of the Affiliate Program at any time upon notice to User or may discontinue the Affiliate Program at any time. The Company may terminate or discontinue Affiliate’s participating in the Affiliate Program at any time upon notice to Affiliate. 

b. In the event that a User applies and is approved by the Company as an Affiliate, a Solicitation(s) is linked to User within the Platform, and such linked Solicitation is accepted and approved by the Company, the Parties agree that the Company shall pay Affiliate an Affiliate Fee (“Affiliate Fee”). The Company shall pay Affiliate an Affiliate Fee in the amount of two percent (2%) of the Transactional Fee. Affiliate and Transactional Fees are subject to change upon notice to User. Applicable Affiliate Fees shall be paid to Affiliate within thirty (30) days of receipt of payment by User. 

c. User organizations may be linked to multiple opportunities. Affiliates are only eligible for Affiliate Fees that are derived from linked Solicitations that have been approved and accepted by the Company, are new Solicitations not already linked to other another User or are otherwise not involved in the Company’s preexisting sales process. 

d. Participation in the Affiliate Program is voluntary and is at Affiliate’s own risk. Affiliate is responsible for investigating any third parties with whom Affiliate chooses to enter a relationship via the Affiliate Program.

e. In the event that a Solicitation is not completed or transacted through the Platform, or otherwise expires or is cancelled, the Company shall not be liable to pay the Affiliate Fee. Affiliates Fees shall only be paid on actual revenue generated from Transactional Fees earned by the Company. The Company shall not be liable to pay Affiliate Fees in the event that Company does not receive payment and shall only pay Affiliate upon receipt of payment from User. In the event that User withholds payment for any reason, the Company shall have no obligation to pay Affiliate unless and until the Company is first paid by the User. The Company’s sole obligation shall be to exercise commercially reasonable efforts to collect. If for any reason the User refuses or fails to make payment, the Company shall not be liable to make payment to Affiliate. Affiliate bears the risk of the User’s non-payment, regardless of cause, including but not limited to, the User’s financial failure, bankruptcy, reorganization or other financial difficulty. In the event that a User requests a refund of any amounts paid by User, Affiliate shall promptly refund such Affiliate Fees on a pro-rata basis. 

f. The Company may implement Program Policies, which shall be provided to Affiliate upon acceptance and participation in the Affiliate Program and which shall be incorporated into this Agreement by reference. Program Policies are subject to change from time to time. 

 

5. Intellectual Property. Each Party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the “Intellectual Property”) and no Party will have any claim or right to the Intellectual Property of the other by virtue of this Agreement or the performance of services hereunder. Neither Party will use the Intellectual Property of the other Party without its prior consent and neither Party will take any action or make any claim to any Intellectual

Property belonging to the other Party, whether during the Term or thereafter, which is inconsistent with this Paragraph. The parties agree that RAMPxchange is authorized to display User’s name, logo and organizational information within the RAMPxchange or related sites.

 

6. Confidentiality. Each Party recognizes that, during the term of this Agreement, its directors, officers or employees may obtain knowledge of trade secrets, member names and other confidential information of the other Party which are valuable, special or unique to the continued business of that Party. Accordingly, each Party hereby agrees to hold such information in confidence and to 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). However, confidential information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party, (ii) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party, (iii) is received from a third party without breach of any obligation owed to the disclosing Party, or (iv) was independently developed by the receiving Party.

 

7. Termination.

a. The User shall have the right to terminate this Agreement for any reason as of a stated termination date by giving at least 30 days prior written notice to the Company of its intention to terminate, in which event this Agreement shall terminate on the date set forth in such notice.

b. The Company shall have the right to terminate this Agreement at any time in its sole discretion exercised in good faith by written notice thereofto the User, including (but not limited to) upon the occurrence of any of the following events:

i. failure to complete transactions through RAMPxchange and pay any User Fees when due; or

ii. violation of this Agreement or any other agreement with RAMPxchange.

c. In the event of termination of this Agreement, the annual User fees, as applicable and regardless of termination, are nonrefundable, and all active awarded engagements should be completed through the RAMPxchange marketplace. User shall destroy/discontinue use of and return of sensitive data.

 

8. Limitation of Liability and Important Disclaimers.

a. The User waives any right to seek damages from the Company on account of any errors, omissions, delays or inaccuracies in information, services, and/or products provided to the User. Furthermore, the Company shall not be liable to the User or any other party for any indirect, incidental, consequential, or exemplary damages, however caused, arising out of or related to this Agreement, or the use or performance of the Company deliverables or products.

b. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE USE, PERFORMANCE, RESULTS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF ANY OF THE SERVICES OR PRODUCTS MADE AVAILABLE TO THE MEMBER.

c. User acknowledges that its use is an invitation only. User disclaims any ownership, rights, license, interest, or claims to any assets, shares, income, profits, intellectual property, equity interests, management positions or other property of the Company or RAMPxchange.

d. User represents and warrants that (i) it is duly organized and in good standing under the laws of the state of its formation, (ii) it has the requisite right, power and authority to enter into and perform this Agreement, (iii) this Agreement has been duly authorized, executed and delivered on behalf of the User and constitutes the legal, valid and binding obligation of User, and (iv) it will comply with all applicable laws, rules and regulations of any federal, state, local, or other

governmental, administrative or regulatory entity having jurisdiction over such User or the performance of its obligations hereunder.

e. Participation at Client's Discretion. User has final responsibility for all decisions regarding its decision to exchange contract documents or information, proposed, responses to RFP, with RAMPxchange.

f. The Company does not guarantee the security of Solicitation or invoice Data and the Company will not be responsible in the event of any infiltration of its security systems, provided that the Company has used commercially reasonable efforts to prevent any such infiltration.

 

9. User Obligations.

a. User will keep confidential and not disclose the terms of this Agreement or any other agreement between the User and the Company or RAMPxchange.

b. User consents and agrees to be listed in the RAMPxchange membership database.

 

10. Indemnification.

a. By User. The User shall defend, indemnify and hold the Company and RAMPxchange, its officers, directors, employees, agents, successors and permitted assigns, harmless from and against all losses, costs, expenses, liabilities, fines, penalties, assessments and damages, including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, and all amounts paid in proceedings, claims, complaints, disputes, arbitrations, investigations, defense or settlement of any of the foregoing (collectively, “Losses”) arising from or related to any complaints, disputes, claims, proceedings, litigations, arbitrations or investigations (collectively “Actions”) asserted or brought by third parties in connection with (i) any representation made to a third party by User inconsistent with the terms of this Agreement or any information provided by RAMPxchange; (ii) any warranty, obligation, covenant, representation, indemnity or guarantee made by User inconsistent with the terms of this Agreement or any information provided by RAMPxchange; or (iii) the negligent acts or omissions or willful misconduct of User or its employees, agents, officers, directors or representatives; (iv) any breach of the provisions of this Agreement.

b. Process. The Party entitled to indemnification (the “Indemnified Party”) agrees to promptly (i) notify the other Party (the “Indemnifying Party”) in writing of any indemnifiable claim; and (ii) give the Indemnifying Party the opportunity to (A) defend or negotiate a settlement of any such claim at the Indemnifying Party’s expense, and (B) cooperate fully with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim. If the Indemnifying Party fails to defend or negotiate a settlement of any such claim, then the Indemnified Party shall have the right to control the defense and settlement of any claim. In such case, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including but not limited to reasonable attorney’s and expert’s fees, upon receipt of a demand for reimbursement or advancement. The Party defending a claim underthis Section 10 shall not compromise or settle such claim without the prior written consent of the other Party if such compromise or settlement will have an adverse effect on the rights of the Indemnified Party. The Indemnified Party shall not unreasonably withhold consent to such compromise or settlement.

c. Survival. This Section 10 shall survive the termination of this Agreement for a period of twentyfour (24) months.

 

11. Statement of Commitment to Antitrust Compliance. The purpose of this statement is for the Parties to the Agreement to express their unqualified commitment to antitrust compliance. As stated in the Agreement, the Parties believe that RAMPxchange and its Users can enhance, improve, and better serve customer cybersecurity requirements by providing the resources described herein. The Users and the Company may compete with one another on certain projects, and may continue to do so, and intend that any collaboration resulting from the Agreement will be limited to the purposes stated herein. The Parties understand that they must be particularly aware of their responsibilities under state and federal antitrust laws, which are designed to promote competition, and which penalize those who engage in anti-competitive business practices. Each Party agrees that it and its employees and agents 

will not under any circumstance reach any understanding or agreements, or exchange information, with regard to prices, terms, or conditions of sale, division of territories, or allocation of customers or engage in bidding conduct that could constitute cover or complimentary bidding, bid suppression, bid rotation, or other forms of bid-rigging. Each Party understands that if it has any concerns whatsoever, such Party is to voice such concerns early and directly to its legal counsel.

 

12. General Terms. 

a. TERMS OF USE. By accessing or otherwise interacting with our servers, services, websites, mobile app (“App”), or any associated content/postings, etc. (together, “RAMPxchange”), you agree to these Terms of Use (TOU). You acknowledge and agree that RAMPxchange is a private site owned and operated by the Company. If you are accessing or using RAMPxchange on behalf of a business, you represent and warrant to the Company that you have authority to accept the TOU. If you do not agree to the TOU, you are not authorized to use RAMPxchange or download the App. We may modify the TOU at any time in our sole discretion. You are responsible for periodically checking for changes and are bound by them

if you continue to use RAMPxchange. Our privacy policy, and all other policies, site rules, and agreements referenced below or on RAMPxchange, are fully incorporated into this TOU, and you agree to them as well.

b. LICENSE. If you agree to the TOU and (1) are of capacity to use RAMPxchange and be bound by the TOU, or (2) use RAMPxchange on behalf of a business, thereby binding that business to the TOU, we grant you a limited, revocable, non-exclusive, non- assignable license to use RAMPxchange in Compliance with the TOU; unlicensed use is unauthorized. You agree not to display, “frame, “make derivative works, distribute, license, orsell content from RAMPxchange, excluding solicitations you create. You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, display, distribute, and make derivative works from content you post.

c. USE. Unless licensed by us in a separate written or electronic agreement, you agree not to use or provide software (except our App and general-purpose web browsers and email clients) or services that interact or interoperate with RAMPxchange, e.g. for downloading, uploading, creating/accessing/using an account, posting, flagging, emailing, searching, or mobile use. You agree not to copy/collect RAMPxchange content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand). Misleading, unsolicited, and/or unlawful postings/communications/accounts are prohibited, as is buying, or selling accounts. You agree not to post content that is prohibited by any of RAMPxchange’s policies or rules. You agree not to abuse RAMPxchange’s flagging or reporting processes. You agree not to collect RAMPxchange user information or interfere with RAMPxchange’s userinformation. You agree we may moderate RAMPxchange access/use in our sole discretion, e.g., by blocking, filtering, re-categorizing, re-ranking, deleting, delaying, holding, omitting, verifying, or terminating your access/license/account. You agree (1) not to bypass said moderation, (2) we are not liable for moderating or not moderating, and (3) nothing we say or do waives our right to moderate, or not. Unless licensed by us in a separate written or electronic agreement, you agree not to (i) rent, lease, sell, publish, distribute, license, sublicense, assign, transfer, or otherwise make available RAMPxchange or our application programming interface ("API"), (ii) copy, adapt, create derivative works of, decompile, reverse engineer, translate, localize, port or modify the App, the API, any website code, or any software used to provide RAMPxchange, (iii) combine or integrate RAMPxchange or the API with any software, technology, services, or materials not authorized by us, (iv) circumvent any functionality that controls access to or otherwise protects RAMPxchange or the API, or (v) remove or alter any copyright, trademark or other proprietary rights notices. You agree not to use RAMPxchange or the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

d. USER DATA. The Company agrees to use reasonable efforts to maintain, safeguard, and not use or disclose User Data except as needed to facilitate use of the RAMPxchange and RAMPxchange Services, track usage, address security, fraud prevention and data integrity requirements, respond to approved requests of government authorities, perform aggregated and anonymous analytics, and otherwise to perform services under this Agreement. The term "Data" shall mean profile information, transaction and all other data User provides to RAMPxchange.

 

13. Force Majeure. Neither Party will be liable for or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable efforts. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

 

14. Miscellaneous.

a. Successors. This Agreement will bind and inure to the benefit of the successors, legal representatives, and assigns of RAMPxchange, but may not be assigned ortransferred by the User in any manner or under any circumstances, to an acquiror or otherwise, without the express advance written consent of the Company.

b. Severability. Should any part of this Agreement be finally declared invalid for any reason by a court of competent jurisdiction, such invalidation will not affect the validity of the remaining portion hereof, which remaining portion will continue in full force and effect.

c. Dispute Resolution. Except for matters subject to emergent or injunctive relief, in the event that any dispute relating to this Agreement arises between the Parties, either Party may by written notice call an in-person or telephone meeting regarding such dispute, to be attended by at least two (2) senior executives of each Party with authority to bind the Party to a resolution who shall attempt in good faith to resolve the dispute. If the dispute cannot be resolved through such negotiations within thirty (30) business days after the date of the initial notice, each Party shall retain all rights to bring an action regarding such matter in accordance with applicable laws.

d. Applicable Law. This Agreement will be governed by and interpreted and construed in accordance with the laws of the State of Indiana, without regard to choice of laws.

e. Notices. Whenever notice is required to be given under the terms of this Agreement, it will be given in writing, and will be deemed delivered when sent via telecopier to the telefacsimile number identified below the signature of each party, or seven (7) days after mailing via U.S. certified or registered mail, return receipt requested, postage prepaid, addressed to the party for whom intended, or when actually received by the party for whom intended, whichever is earlier.

f. Amendment. No agreement of any kind relating to the matters covered by this Agreement will be binding upon either party unless set forth in a written document executed by the parties.

g. Compliance with Laws. The User and the Company agree to comply with all laws governing the marketing and sale of financial planning and insurance services and products.

h. Relationship of Parties. It is the express intention of the parties that they are and will be independent contractors as to each other and no employment, partnership, joint venture, agency or other business relationship or entity will exist between the Company and the User.

i. Entire Agreement. This Agreement contains the entire agreement between the parties hereto as to the subject matter hereof.

j. Attorneys’ Fees. In the event of any action or proceeding to enforce this Agreement or to recover damages on account of the alleged breach thereof, the prevailing party shall be entitled to recover its attorneys’ fees and other costs and expenses in connection therewith from the other party.