Totem™ Cybersecurity Compliance Management Web Application

Terms and Conditions

UPDATED 10 April 2024

FOR CUSTOMERS LOCATED IN THE UNITED STATES OF AMERICA OR ITS TERRITORIES, OR IN EUROPE, TOTEM TECHNOLOGIES, WITH A PLACE OF BUSINESS AT 1972W 2550S, SUITE B, WEST HAVEN, UT 84401, (“TOTEM TECH”) IS WILLING TO PROVISION THE TOTEM™ CYBERSECURITY COMPLIANCE MANAGEMENT (CCM) WEB APPLICATION TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE WEB APPLICATION (REFERENCED BELOW AS “CUSTOMER”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (THE “AGREEMENT”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE WEB APPLICATION, ALSO KNOWN AS THE "TOTEM™ APPLICATION", "TOTEM™ CCM", OR "TOTEM™ TOOL". THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND TOTEM TECH. BY CLICKING THE “I AGREE” OR “YES” BUTTON, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR BY OTHERWISE USING THE WEB APPLICATION, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I DO NOT AGREE” OR “NO” BUTTON OR DO NOT ACCESS THE WEB APPLICATION.

Totem™ Cybersecurity Compliance Management Web Application

1.1 Description. Subject to the terms and conditions of this Agreement, during the applicable Service Term (as defined in Section 12.1. below) and provided that the applicable fees have been paid, TOTEM TECH will provide access to the Web Application ordered by Customer in accordance with the license terms as described in the license agreement.  Unless as otherwise set forth in the Product License Guide for a specific application, as used herein, “User” means Customer’s employees, contractors, agents, and other human users of Customer's network on an individual basis that can establish a connection or login to the Web Application through a local device such as a computer, laptop, phone, tablet or other mobile device. For hosted reporting services, a “User” also means any person that may access the internet through any number of devices such as a mobile device and desktop, and for whom data associated with such access is logged and available for reporting with the Web Application. The Software component of the Web Application includes any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available by TOTEM TECH to Customer from time to time.

1.2 Ownership. The Web Application is proprietary to TOTEM TECH or its licensors or suppliers. Customer acknowledges and agrees that:

(a) the Web Application is protected under U.S. and international intellectual property laws;

(b) TOTEM TECH and its licensors retain all intellectual property rights in the Web Application;

(c) any rights not expressly granted to Customer hereunder are reserved by TOTEM TECH; and

(d) Customer acquires no ownership or other interest (other than Customer’s limited license set forth in Section 2.1) in or to the Web Application.

1.3 Customer Configurations. TOTEM TECH’s provision of the Web Application is based on Customer configurations as determined by Customer in its sole discretion. The Web Application does not include implementation or use of Customer configurations, policies, and procedures implemented and set by Customer available through the Web Application, including, without limitation, default configurations, the selection of control status or other configurable parameters, and files or information uploaded to the Web Application (collectively, “Customer Configurations”). Customer acknowledges and agrees that Customer is solely responsible for Customer Configurations and assuring that the selection conforms to Customer’s policies and procedures and complies with all applicable laws and regulations in jurisdictions in which Customer accesses the Web Application.

1.4 Passwords. As used herein, “Passwords” shall mean Customer established passwords, temporary passwords provided by TOTEM TECH, security credentials, or authentication keys provided or used in relation to the Web Application. Customer is solely responsible for monitoring and controlling access to the Web Application, maintaining the confidentiality of the Passwords and for any use of the Web Application that occurs using such Passwords.

1.5 User Count. In the event that Customer exceeds its licensed Users (as measured in TOTEM TECH’s reporting system), the parties agree to meet in good faith to determine the number of new User seats required by Customer for the remainder of the Term.

1.6 Fees. The provision of the Web Application to Customer by TOTEM TECH under this Agreement is subject to Customer’s timely payment of all fees owed to TOTEM TECH or its authorized distributors or resellers transacting with Customer (“Authorized Resellers”) for use of the Web Application, as provided in Customer’s order. Notwithstanding any other term herein, Customer authorizes TOTEM TECH to provide relevant information to the Authorized Resellers related to Customer’s ordering, usage and compliance with this Agreement. All fees paid to TOTEM TECH are nonrefundable.

Access and License

2.1 Right to Access Web Application; Software License. Subject to the terms and conditions of this Agreement and the express restrictions contained in this Section, TOTEM TECH grants to Customer, solely in accordance with the applicable terms as set forth in the Documentation:

(i) the right to access and use the Web Application during the Term and up to the number of Users for Customer’s own internal business operations and not for the benefit of any other person or entity; and

(ii) a personal, non-transferable, non-exclusive, non-sublicensable license during the Term to use and distribute the Web Application to Customer's Users in object code form only, solely for the purpose of accessing the Web Application.

2.2 Use Restrictions. Customer shall use the Web Application in accordance with the Documentation. Customer shall not, and shall prevent Users from using the Web Application to:

(i) resell, rent, lend, lease, distribute, “whitelabel”, or timeshare the Web Application (including on a “service bureau” basis), or otherwise provide third parties with access or grant third parties rights to the Web Application,

(ii) alter or remove any marks or proprietary legends contained in the Web Application;

(iii) circumvent or otherwise interfere with any authentication or security measures of the Web Application (e.g., penetration testing, pen-testing, “red teaming”, or vulnerability scanning);

(iv) interfere with or disrupt the integrity or performance of the Web Application;

(v) send SPAM or any other form of duplicative and unsolicited messages, other than marketing and promotional messages to Customer's clients and prospective clients as contemplated by the Web Application;

(vi) use the Web Application for proxy avoidance or anonymization;

(vii) violate the terms of use or other agreements governing the use and access of third party websites;

(viii) access all or any portion of the Web Application by means of any crawler, scraper, bot, spider, or any other similar script or automated process;

(ix) transmit through or post on the Web Application unlawful, libelous, tortious, infringing, or defamatory material;

(x) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; or

 (xi) use the Web Application for more than the number of Users for which applicable fees have been paid.

Customer shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Web Application, and shall not modify, translate, or create derivative works based on any element of the Web Application.

2.3 Acceptable Use. Users shall not use the Web Application for any purpose other than as expressly authorized in this Agreement.

2.4 Excessive Consumption. If TOTEM TECH determines that Customer’s aggregate activity on the Web Application imposes an unreasonable load on bandwidth or infrastructure, TOTEM TECH may impose controls to keep the usage below excessive levels. For Web Application, defined as the processing or effecting data in transit to and from the end-user to the internet, the expected average weekly usage is 6 kilobits per second per user. Upon receiving notification (e.g., email) of excessive (vs. expected) usage, Customer agrees to immediately work on a usage reduction plan, or to work with its Authorized Reseller to enter into a separate fee agreement for the remainder of the Term. If the parties are not able to establish a resolution within ten days after the initial notification, then TOTEM TECH may institute controls on the Web Application or terminate the Web Application access and this Agreement, without liability

2.5 Reservation of Rights. Except for the rights expressly granted herein, no other rights, express or implied, are granted to Customer under this Agreement.

Data Protection

3.1 Data Processing. Customer may provide TOTEM TECH with application data and network traffic data such as IP address, URL, URL category, file type, filter result, files, records, metadata, system security plans, plans of action and milestones, Customer selected account names and activity types, and any other network traffic sent to or received from Customer through use of the Web Application, in detail and/or in an aggregate form (collectively “Use Data”). Customer may also provide TOTEM TECH with other information such as administrator identifying information, user and group names, and other information through or in connection with Customer’s use of the Web Application (“Admin Data”). TOTEM TECH shall act as a data processor and process the Use Data and Admin Data of Customer only on behalf of and under the direction of Customer (and its designees), as set forth in this Agreement. TOTEM TECH shall use Use Data and Admin Data only for legitimate business purposes in connection with providing and promoting its Web Application, as set forth in this Agreement.

3.2 Limited Use. TOTEM TECH shall store, process, retrieve, and disclose Use Data and Admin Data for the following purposes:

(i) providing the Web Application to Customer;

(ii) analyzing, maintaining and improving the Web Application;

(iii) complying with legal, governmental or contractual terms;

(iv) making content anonymously available to its licensors for the purpose of further developing and enhancing the Web Application; and

(v) anonymously aggregating and statistically analyzing content.

Use Data and Admin Data may be transferred to and processed by TOTEM TECH in the United States. Customer agrees that it has reviewed and agrees with the terms of TOTEM TECH’s privacy statement: https://www.totem.tech/totem-privacy-policy/.

3.3 Obligations; Indemnification. Customer represents and warrants that:

(i) it will comply with all applicable privacy and data protection laws and regulations applicable to its business and its performance of its obligations under this Agreement with respect to any Use Data and Admin Data uploaded to, submitted to, stored on, or processed by the Web Application; and

(ii) it will provide any notices and obtain required consents related to its use of the Web Application and TOTEM TECH’s provision of the Web Application, including those related to the collection, use, processing, transfer, monitoring and disclosure of Use Data and Admin Data.

Customer will defend, indemnify and hold harmless TOTEM TECH, its directors, officers, employees, agents, successors and assigns from and against any actual or threatened third party claims, actions, suits, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to

(a) a breach of the foregoing obligations;

(b) Customer’s provision of Use Data and Admin Data to TOTEM TECH; or

(c) the receipt, storage, processing or display of Use Data and Admin Data by the Web Application.

Security and Disclaimer

TOTEM TECH utilizes commercially reasonable security measures and precautions intended to protect against unauthorized access, loss, or disclosure to Use Data and Admin Data stored on TOTEM TECH servers. TOTEM TECH will exercise commercially reasonable efforts to deploy corrections of the Web Application upon learning of any material security breach. In order to facilitate TOTEM TECH’s obligations herein, Customer will immediately notify TOTEM TECH upon learning of any breach, or attempted breach, of the security of the Web Application. Notwithstanding the foregoing, Customer acknowledges and agrees that, except as expressly set forth herein, TOTEM TECH is not responsible in any manner for Use Data nor Admin Data, and that Customer is solely responsible for maintaining adequate back-ups of Customer’s data and assumes all risk of loss related to the transmission and storage of both Use Data and Admin Data to the Web Application.

Confidentiality

5.1 Confidential Information. Either party may provide to the other information under this Agreement which is confidential in nature in connection with business discussions related to the Web Application (“Confidential Information”). All such information shall be marked as confidential in order to be protected hereunder. Notwithstanding the foregoing marking requirements, Customer acknowledges that the following constitutes Confidential Information of TOTEM TECH: know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Web Application; the design and architecture of the Web Application; the computer code, internal documentation, and design and functional specifications of the Web Application; the pricing of the Web Application if provided directly from TOTEM TECH or its authorized resellers; the terms of this Agreement; and any problem reports, analysis and performance information related to the Web Application.

5.2 Confidentiality Obligations. During the term of this Agreement, and for a period of three (3) years after its termination, the receiving party

(i) shall not disclose, use, transmit, inform or make available to any third person or entity any of the Confidential Information of the other party, except as necessary to perform its obligations and exercise its rights under this Agreement, and

(ii) shall take such actions as are reasonably necessary and appropriate to preserve and protect the other party’s Confidential Information and its rights therein, including exercising at least a reasonable level of care.

Each party agrees to restrict access to the Confidential Information of the other party to those of its employees or agents who require access in order to perform or receive the Web Application under this Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information of the other party to comply with legal, governmental or contractual terms.

5.3 Exceptions. Confidential Information does not include information that:

(i) is already known to the receiving party prior to receipt from the other

(ii) is or becomes publicly known other than through a wrongful act by the receiving party;

(iii) is rightfully received by the receiving party from a third party without breach of an obligation of confidentiality owed to the other party; or

(iv) is independently developed by the receiving party without the use of the Confidential Information.

Customer agrees that any suggestions, comments or other feedback provided by Customer to TOTEM TECH or its licensors with respect to the Web Application (“Feedback”) shall not be deemed to constitute confidential information of Customer or impose any confidentiality obligations on TOTEM TECH. Customer further agrees that anonymized Use Data and Admin Data shall not constitute confidential information. TOTEM TECH shall be free to use, disclose, reproduce, license or otherwise distribute and exploit anonymized Feedback and any data without any obligation, restriction or duty to account.

Support

6. Support Services provided with the Web Application are governed by the terms and conditions as described in this Agreement. The Web Application shall include any and all updates, upgrades, and bug fixes that may be provided from time to time to Customer. In the event Customer experiences any incidents or failures relating to the Web Application, Customer shall report such matter to TOTEM TECH in the manner and in accordance with the support terms and conditions referenced above.

Warranty

7.1 Service Warranty. TOTEM TECH warrants that the material functions of the Web Application shall operate substantially in accordance with the terms of this Agreement and the applicable Documentation when used by Customer in accordance with such terms and Documentation. TOTEM TECH shall provide the Web Application in accordance with the applicable service levels for the specific type of Web Application as set forth in the applicable service level agreement (the “Service Level Agreement”), if such a Service Level Agreement exists. Such Service Level Agreement may be updated from time to time and is incorporated into this Agreement by reference. TOTEM TECH shall provide Customer with the applicable Service Level Agreement upon Customer’s written request. The remedies set forth in the Service Level Agreement shall be Customer’s sole and exclusive remedy, and TOTEM TECH’s sole and exclusive liability, for any breach of the warranties set forth in this Agreement and in respect of any Web Application affecting events.

7.2 Disclaimer of Other Warranties. EXCEPT AS OTHERWISE PROVIDED ABOVE IN SECTION 7.1, CUSTOMER ACKNOWLEDGES IN ALL OTHER REGARDS THAT THE WEB APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

7.3 CUSTOMER FURTHER ACKNOWLEDGES THAT TOTEM TECH DOES NOT WARRANT THAT:

(I) THE OPERATION OF THE WEB APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(II) THE WEB APPLICATION IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE;

CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT TOTEM TECH HAS NO LIABILITY FOR EACH OF THE FOREGOING.

7.4 NOTWITHSTANDING ANY OTHER TERM HEREIN, TOTEM TECH MAKES NO REPRESENTATIONS AND UNDERTAKES NO INDEMNIFICATION OBLIGATIONS REGARDING, ARISING FROM OR RELATED TO THE LEGALITY OF MONITORING, INSPECTION, DECRYPTION AND/OR REENCRYPTION OF INFORMATION IN ANY PARTICULAR JURISDICTION, AND CUSTOMER SHALL BE SOLELY RESPONSIBLE AND TOTEM TECH SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER’S PROPOSED OR ACTUAL USE OF THE WEB APPLICATION OR PRODUCTS COMPLIES WITH APPLICABLE LAWS.

7.5 CUSTOMER ACKNOWLEDGES AND AGREES THAT TOTEM TECH WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM:

(A) THE USE OF THE WEB APPLICATION BY CUSTOMER OR BY THIRD PARTIES;

(B) SECURITY BREACHES; OR

(C) EAVESDROPPING, INTERCEPTION, FAILURE OF DELIVERY OR LOSS OF DATA SENT, STORED, OR RECEIVED USING THE WEB APPLICATION.

THESE LIMITATIONS SHALL APPLY EVEN IF TOTEM TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7.6 CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR MANAGING THE POLICIES, DATA, ATTACHMENTS, CONTROLS, CONTROL STATUS, IMPLEMENTATION DETAILS, USERS, ASSIGNED USER ROLES, CORRECTIVE ACTIONS, RISK ASSESSMENT, INVENTORY, AND AUDIT LOG, AND FOR ASSURING THAT THE FOREGOING

(A) CONFORMS TO CUSTOMER’S POLICIES AND PROCEDURES AND

(B) COMPLIES WITH ALL APPLICABLE LAWS IN THE JURISDICTION IN WHICH CUSTOMER OPERATES OR IS REGISTERED.

7.7 CUSTOMER MAY LINK TO THIRD PARTY SITES THROUGH THE USE OF THE WEB APPLICATION. THIRD PARTY SITES ARE NOT UNDER THE CONTROL OF TOTEM TECH, AND TOTEM TECH IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY THIRD PARTY SITES, ANY LINKS CONTAINED IN THIRD PARTY SITES, OR ANY CHANGES OR UPDATES TO THIRD PARTY SITES.

Liability Exclusions and Limitations

(i) CUSTOMER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, OR

(ii) LIABILITIES RELATING TO CUSTOMER’S USE OF THE WEB APPLICATION IN A MANNER THAT IS INCONSISTENT WITH THE TERMS OF THIS AGREEMENT.

FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED, BUT CAN BE LIMITED, TOTEM TECH’S LIABILITY IS LIMITED TO RE-SUPPLYING OR PAYING THE COST OF RE-SUPPLYING SERVICES. THESE LIMITATIONS SHALL APPLY EVEN IF TOTEM TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Intellectual Property Indemnity

9.1 Indemnity. Subject to the limitations set forth in this Agreement, TOTEM TECH will defend Customer, at its expense, and shall pay any amounts finally awarded by a court of competent jurisdiction or agreed to in settlement by TOTEM TECH in writing signed by its General Counsel for any action brought by a third party against Customer alleging that the Web Application provided under this Agreement directly infringes any intellectual property right (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right) of such third party, provided, however, that Customer promptly notifies TOTEM TECH in writing upon learning of the claim, and gives information, assistance and sole authority to TOTEM TECH to defend and settle the claim.

9.2 Options. If the Web Application becomes or in TOTEM TECH’s opinion may become subject to an infringement claim, TOTEM TECH may at its sole option and at its own expense

(i) procure for Customer the right to continue using the Web Application;

(ii) replace the Web Application with a functionally equivalent noninfringing Service;

(iii) modify the Web Application so it becomes non-infringing; or if (i)-(iii) are not commercially reasonable in TOTEM TECH’s sole discretion, TOTEM TECH may terminate the right to use the allegedly infringing Web Application and refund a pro-rated portion of the fees paid by Customer for the Web Application not yet provided for the allegedly infringing Web Application.

Upon TOTEM TECH’s performance of (i), (ii), or (iii) above, the liability and indemnification obligation of TOTEM TECH for such alleged infringement will terminate with respect to all damages arising from such alleged infringement after the date of TOTEM TECH’s performance.

9.3 Exclusions. TOTEM TECH will have no obligation to defend or indemnify Customer in the event that Customer agrees to settle any claim without the prior written consent of the General Counsel of TOTEM TECH or for any liability arising out of or relating to any allegations or claims of infringement, or in the case of or to the extent that the alleged infringement is based on:

(i) a modification of the Web Application not performed by TOTEM TECH;

(ii) use of the Web Application other than in accordance with the Documentation or the terms of this Agreement;

(iii) use of a release of the Web Application no longer supported by TOTEM TECH;

(iv) use of a release of the Web Application without having implemented all updates, the use of which would have cured the alleged infringement;

(v) any third party software or third party products not provided by or on behalf of TOTEM TECH; or

(vi) use of the Web Application in combination with any other hardware, software, system or material where, absent such combination, the Web Application would not be infringing.

This Section states TOTEM TECH's entire liability for actual or alleged infringement and Customer's sole and exclusive remedy in relation thereto.

Open Source Software

10. The Web Application may be operated with open source software which is subject to the terms of the applicable open source software license agreement and not the terms and conditions of this Agreement. All open source software is provided WITHOUT ANY WARRANTY INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Copyrights to the open source software are held by the copyright holders indicated in the copyright notices in the corresponding source files.

Beta or Test Service

11. From time to time, TOTEM TECH may invite Customer to access products or services that are not generally available to its customers (“Non-GA Services”). Customer may accept or decline any such trial in its sole discretion. Non-GA Services are provided for evaluation purposes and not intended for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. TOTEM TECH may discontinue Non-GA Services at any time at its sole discretion and may never make them generally available. Notwithstanding any other term in the Agreement, the following section applies to any Non-GA Service accessed by Customer. CUSTOMER ACKNOWLEDGES THAT THE NON-GA SERVICES ARE UNTESTED, PRELIMINARY IN FORM AND/OR IN A TEST ENVIRONMENT. THE NON-GA SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES OR REPRESENTATIONS WHATSOEVER. THE TERMS OF THE SERVICE LEVEL AGREEMENT SHALL NOT APPLY TO ANY NON-GA SERVICES. NOTWITHSTANDING ANY OTHER TERM IN THE AGREEMENT, TOTEM TECH’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT FOR ALL CAUSES OF ACTION RELATING TO OR ARISING FROM THE NON-GA SERVICES, REGARDLESS OF WHETHER ARISING IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO AND NOT EXCEED U.S. $5,000.

Term and Termination

12.1 Term; Service Term. This Agreement shall commence on the Effective Date and continue until terminated. The service term of the Agreement (“Service Term”) shall commence on the date that TOTEM TECH makes the Web Application available to Customer and shall continue for the period specified by the TOTEM TECH SKU ordered by Customer unless earlier terminated under this Agreement.

12.2 Termination for Breach. Each party may terminate this Agreement immediately by giving notice to the other party if the other party is in breach of a material provision in this Agreement and, if such breach is capable of remedy, does not rectify such breach within thirty (30) days of receiving a notice to do so, unless in the case of Customer’s failure to pay for Web Application according to the NET 15 payment terms, in which the Web Application access shall be terminated immediately.

12.3 Other Termination Rights. TOTEM TECH may terminate this Agreement upon thirty (30) days’ notice to Customer, when practicable,

(i) if TOTEM TECH determines that providing the Web Application could create a substantial economic or technical burden or security risk for TOTEM TECH,

(ii) in order to comply with applicable government regulations or laws or requests of governmental entities, or

(iii) if TOTEM TECH determines use of the Web Application by Customer or its provision of the Web Application to Customer has become impractical for any legal or regulatory reason.

12.4 Effect of Termination. Upon termination, Customer agrees to cease all use of the Web Application and associated Documentation, and destroy all copies of any deliverables and accompanying Documentation that are in Customer's possession or under Customer's control.

12.5 Data Retention.  Upon termination, TOTEM TECH shall grant the Customer one (1) business day to extract Customer's information from the Web Application.  After that business day, TOTEM TECH shall retain the Customer's data in the Web Application in an inaccessible state for up to 60 days after agreement termination.  After the 60 days Customer data shall be purged from the Web Application.  The Customer may request, in writing, immediate purging of Customer data at any time after termination.

12.6 Data Re-instantiation.  Should Customer desire to re-instate access to Web Application with the 60-day retention period, Customer shall pay a one-time re-instantiation fee of $1500.  Should the Customer desire to re-instate access to the Web Application after the Customer data has been purged, Customer shall pay a one-time re-instantiation fee of $3600 per organization the Customer wishes to reconstruct in the Web Application.

12.7 Survival. Notwithstanding the expiration or termination of this Agreement or any renewal period hereof, it is acknowledged that those rights and obligations that by their nature are intended to survive such expiration or earlier termination shall survive, including, without limitation, the following provisions: Section 1.2 (Ownership); Section 2.5 (Reservation of Rights); Section 3 (Data Protection); Section 5 (Confidentiality); Section 7.2-7.7 (Disclaimer of Other Warranties); Section 8 (Limitation of Liability); Section 9 (Intellectual Property Indemnity); Section 12 (Term and Termination); and Section 14 (Miscellaneous).

Export and Sanctions Compliance

13. Customer acknowledges that the Web Application and any other materials delivered under this Agreement may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees and warrants that it will comply strictly with these laws and regulations and will not export, re-export, resell, or transfer any Web Application or materials without prior governmental authorization. Customer acknowledges that the Web Application and materials are prohibited for export or re-export to Cuba, Iran, North Korea, Sudan, Syria, the Crimea Region of the Ukraine, and to any other country subject to relevant trade sanctions (each, a “Sanctioned Country”). Customer represents that it is not under the control of, located in, or a resident or national of any prohibited country, and not an Embargoed Person. Customer will not, directly or indirectly, engage in or facilitate any activities of, or business or transaction with, any Embargoed Person or any activities or business in any Sanctioned Country, that would result in a violation of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury, the U.N. Security Council, the European Union (EU), an EU member state, or any other relevant sanctions authority. An Embargoed Person means any person or entity named on relevant lists from the U.S. government (including, but not limited to, lists published by the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of Treasury), the EU, or other governing authorities. Customer represents and warrants to TOTEM TECH that it complies with Chapter 15 of the US Code of Federal Regulations Subchapter C Part 762 (the “EAR Record Keeping Requirements”) related to or arising from the subject matter of this Agreement. Upon ten business days’ notice, or as soon as practicable if required sooner by a government or regulatory official request, Customer shall provide TOTEM TECH with electronic copies (unless in a format as otherwise agreed by the parties) of all relevant records required to be retained by Customer pursuant to the EAR Record Keeping Requirements.

Miscellaneous