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CONTRACT 4719 CLOSED Agreement No. 4719 SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND Hightail, Inc. THIS AGREEMENT, is entered into this 22nd day of October, 2014, by and between CITY OF EL SEGUNDO, a municipal corporation ("CITY") and Hightail, Inc., a Delaware Corporation ("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the scope of services according to the terms attached as Exhibit "A," and incorporated by reference ("SERVICES"). The SERVICES include the providing and maintaining of a cloud file transfer service more commonly known as Hightail Enterprise ("SERVICE"). B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY will pay CONSULTANT the compensation set forth in Exhibit A, but in no event more than two thousand five hundred dollars ($2,500.00) for the initial term. D. CITY will not be liable for any costs or expenses exceeding the sum paid to CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by the Parties and by written amendment to this Agreement. 2. TERM. The term of this Agreement will be for one (1) year. Thereafter, this Agreement will automatically renew, on an annual basis, on its anniversary date unless otherwise terminated. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Cessation by Consultant of the work specified in Exhibit "A"; B. Termination as stated in Section 7. 3. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED. A. CONSULTANT understands and agrees that CONSULTANT's use of any "self- help" or "malicious" codes, as defined by this Section, is prohibited and constitutes an "unfair business practice" as defined by California law. Notwithstanding any other provision of this Agreement that limits CONSULTANT's liability, CONSULTANT will be fully liable for all penalties and damages arising from use of a self-help or malicious code. B. "Self-help code" means any back-door, time-bomb, drop-dead, time-out, lock-up, slow-down, data freezing, logic bombs, or other software routine, code, devices, Agreement No. 4719 techniques intended to disable, slow, prevent operation of, or otherwise interfere with or change any operation of any computer system, software or other property automatically with the passage of time or under the prior instruction, triggering event or control of someone other than Client. C. "Malicious Code" means any virus, "spyware," "Trojan horse," "worm," "Easter egg," "cancelbot," "trapdoor," or other unapproved or malicious software routine, code, command, device, technique, or instruction or other contaminant intended to L Permit unauthorized access to, detection of, modification of, or monitoring of any code, system, or data; ii. Alter, supplement, disable, erase, limit, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, shut down or delete, threaten, slow or otherwise inhibit the functioning of, or otherwise harm any of the code, documentation or data or any computer system, software or other property; iii. Render any data irretrievable, modified, or disrupted so as to be unreliable in any regard; iv. Perform any other unauthorized action, or prevent, limit, condition or inhibit performance of authorized actions or any function including, without limitation, to its security or end user data. 4. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying with any and all applicable Federal, State, County, and Municipal laws and regulations and the conditions of any required licenses and permits before entering into this Agreement. Such compliance will be at CONSULTANT's sole cost and without any increase in price or time on account of such compliance, regardless of whether compliance would require additional labor, equipment, and/or materials not expressly provided for in the Agreement or CONSULTANT's proposal. 5. INDEMNIFICATION. A. CONSULTANT agrees to the following: i, Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, Agreement No. 4719 except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, based on CONSULTANT'S FAILURE TO PERFORM A DUTY HEREUNDER OR IMPROPER ACTION(S), except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise based on the above, whether the same be groundless or not, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. iii. Intellectual Property Infringement. Notwithstanding any provision to the contrary, CONSULTANT will, at its own expense, indemnify and defend CITY against any claim that CONSULTANT's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CONSULTANT will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, CITY must (a) give CONSULTANT prompt written notice of any such claim; and (b) allow CONSULTANT to control, and fully cooperate with CONSULTANT in the defense and all related settlement negotiations. CITY agrees that if the use of CONSULTANT's services or work product becomes, or CONSULTANT believes is likely to become, the subject of such an intellectual property claim, CITY will permit CONSULTANT, at its option and expense, either to secure the right for CITY to continue using CONSULTANT's services and work product or to replace it with comparable services and work product. B. For purposes of this section "CITY" includes CITY's elected and appointed officials, officers, employees, and volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 6, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. Agreement No. 4719 6. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Consultant will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvne of Insurance Limits (combined single) Commercial general liability: $1,000,000 Professional Liability $1,000,000 Workers compensation Statutory requirement. B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made"basis if not available. When coverage is provided on a "claims made basis," Consultant will continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated("extended insurance"). Such extended insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover Consultant for all claims made by City arising out of any errors or omissions of Consultant, or its officers, employees or agents during the time this Agreement was in effect. D. Consultant will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." E. Should Consultant, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Consultant's expense and deduct the cost of such insurance from payments due to Consultant under this Agreement or terminate. 7. TERMINATION OF AGREEMENT Agreement No. 4719 A. Except as otherwise provided, upon termination of this Agreement, CITY will be liable to CONSULTANT only for all work done by CONSULTANT up to and including the date of termination of this Agreement unless the termination is for cause, in which event CONSULTANT need be compensated only to the extent required by law. 8. NOTICES A. CONSULTANT will notify CITY of changes in address. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows: To CITY: City Clerk's Office 350 Main Street El Segundo Ca. 90245 To Hightail Hightail, Inc 1919 S. Bascom Ave, 6`h Floor Campbell, CA 95008 and, when addressed in accordance with this paragraph, will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 9. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including CONSULTANT's subcontractors, will maintain records and other evidence of all expenses incurred in the performance of this Agreement for a period of three (3) years after completion. CITY or any of its duly authorized representatives will, for the purpose of audit and examination, have access to and be permitted to inspect such records and other evidence of expenses and costs charged to CITY and/or incurred for work related to SERVICES. Such audits shall occur no more frequently than once per 12 month period under this Agreement. For purposes of audit, the date of completion of the Agreement will be the date of CITY'S payment for CONSULTANT's final billing (so noted on invoice) under this Agreement. 10. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 11. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's subconsultants, employees, agents, and representatives, will act as independent contractors while performing the SERVICES and will have control of CONSULTANT's work and the manner in which it is Agreement No. 4719 performed, except as is otherwise provided herein. CONSULTANT will be free to contract for other services performed during the term of this Agreement. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. 12. ASSIGNMENT. An essential element of this Agreement is the skill and creativity of CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of the work to a third party for the production of the work without CITY's prior written consent. Failure to conform to this provision may result in termination of the Agreement. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. 13. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the Parties' entire understanding. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one (1) attachment to this Agreement. Except as otherwise provided, this Agreement will bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns. 14. MODIFICATION. No alteration, change or modification of the terms of the Agreement will be valid unless made in writing and signed by both Parties hereto and approved by appropriate action of CITY. The city manager may exercise this authority on behalf of CITY. 15. FACSIMILE SIGNATURES FOR SUBSEQUENT AGREEMENTS. The Parties agree that agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 16. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with CONSULTANT's Taxpayer Identification Number. 17. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that CONSULTANT has demonstrated trustworthiness and possesses the quality, fitness, and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that CONSULTANT's financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private parties, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency. 18. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character. The payment or acceptance of fees for any period after a default will not be deemed a waiver of any right or acceptance of defective performance. 19. SEVERABILITY. If any portion of this Agreement is declared by a court of competent Agreement No. 4719 jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 20. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 21. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 22. INTERPRETATION; VENUE. This Agreement and its performance will be governed, interpreted, construed and regulated by the laws of the State of California. Exclusive venue for any action involving this Agreement will be in Los Angeles County. [SIGNATURES ON NEXT PAGE] Agreement No. 4719 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CIT EL no,.....,-._.,.,. Hightail Greg Ca ter, Ron Pierson City Ma r Director, Sales ATTEST: Taxpayer ID No. Tri y Wg ver, C) yv Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: Karl H.(I.erAssistant City Attorney EXHIBIT A Agreement No. 4719 Corporate Subscriber Agreement 0CtO & Corporat823 Subscriber Agreement (this "Agreement') is entered into as of 2014 (the "Effective Date") by and between Hightail, Inc., a Delaware corporation ("Hightail") and a corporation ("Subscribe►"). Hightail and Subscriber agrees as follows: 1. Subscription to Services and Term. Subscriber hereby purchases a corporate subscription to use the services provided by Hightail (the "Services") described on the signature page of this Agreement. Also see the Privacv Policv (Exhibit"B") for a description of Hightail information collection practices. The initial term of Subscriber's subscription to use the Services is stated above the signatures on this Agreement, and begins on the Effective Date (the "Initial Term"). Thereafter, this Agreement, and Subscriber's subscription, will automatically renew indefinitely, for additional periods stated above the signatures on this Agreement (each, a "Renewal Term"), unless either party gives notice of non-renewal at least ninety (90) days before the end of the then-current Initial Term or Renewal Term, as the case may be. The Initial Term and each Renewal Term shall be referred to in this Agreement as a "Term." 2. Users Subscriber's subscription will allow use of the Services by a limited number of Subscribers' authorized employees and consultants ("Authorized Users"). Subscriber agrees not to allow persons to use the Services other than the Authorized Users designated by Subscriber. The fee for Subscriber's subscription is based in part on the total number of Authorized Users. The maximum number of Authorized Users under Subscriber's subscription is as indicated above the signatures on this Agreement. Subscriber may add or delete Authorized Users at any time, as long as the specified maximum number of Authorized Users is not exceeded at any given time. If Subscriber wishes to designate Authorized Users in excess of its current maximum number of Authorized Users, Subscriber must purchase a subscription permitting such greater number of Authorized Users, for an additional fee. All access and use of the Services by Subscriber's Authorized Users shall be deemed to be access and use by Subscriber for purposes of this Agreement. 3. Software Subscriber and its Authorized Users may access the Services using a standard Web browser. Hightail may make certain software applications available to Subscriber that offer additional functionality or ways to access the Services. Such software will be made available by Hightail under the terms of an end user license agreement, which Subscriber should read prior to installing that software. 4. Account and Passwords In creating its account, Subscriber agrees to provide accurate, current, and complete information. Subscriber is responsible for safeguarding the passwords that Authorized Users use to access the Services. Subscriber agrees not to disclose any such passwords to any third party. Subscriber agrees to take sole responsibility for any activities or actions under such passwords, whether or not Subscriber has authorized such activities or actions. Subscriber will immediately notify Hightail of any unauthorized use of any such passwords. Subscriber is responsible for keeping its account information current and accurate; Hightail will have no liability for failure to deliver notices that result from inaccurate account information or otherwise. In addition to a primary email address for each Authorized User, Subscriber's administrator will be entitled to enter alternate email addresses for Authorized Users to which their primary addresses will be linked. This will enable Authorized Users to receive files at such alternate email addresses, but the files will still 1 Agreement No. 4719 be displayed in the inbox associated with such Authorized User's account. Subscriber agrees not to add any alternate email addresses that are registered to persons other than Authorized Users. 5. Fees and Payment The fee for Subscriber's subscription for the Initial Term is stated above the signatures on this Agreement. Upon signature of this Agreement by both parties, Hightail will invoice Subscriber for such fee. The fee for each Renewal Term shall be the same as the annual fee for the prior Term unless Hightail notifies Subscriber of a change in the fee at least one hundred twenty (120) days before the beginning of the Term for which the change in fee will be effective. Hightail will invoice Subscriber for the fee for each Renewal Term on or after the first day of such Renewal Term. Subscriber agrees to pay all invoices within thirty (30) days from date of invoice. All invoices will be sent to Subscriber's address and contact person specified below by Subscriber. In addition to the subscription fees, Subscriber will pay any applicable taxes and other fees that accrue in relation to its use of the Services. Billing currency is US dollars. Subscriber must notify Hightail in writing of any disputed fees within fifteen (15) days of the invoice date. Hightail may suspend the Services ten (10) business days following Hightail's written notice to Subscriber that Subscriber's payment of undisputed fees is ten (10) or more business days delinquent. Additionally, Hightail is entitled to recover any reasonable sums expended in connection with the collection of sums not paid when due. 6. Responsibility for Data Subscriber is solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Services, the Hightail website, any Hightail software application, or any Subscriber file. Without limiting the foregoing, Subscriber will be responsible for all costs and expenses that Subscriber or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of Subscriber's use of the Services, the Hightail website, any Hightail software application, or any Subscriber file. Subscriber acknowledges and agrees that Hightail will not be responsible for any failure of the Services to store a User File, for the deletion of a User File stored on the Services, or for the corruption of or loss of any data, information or content contained in a User File or other Subscriber file. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT USE OF FILE SYNC SERVICES (IF INCLUDED IN SERVICES UNDER THIS AGREEMENT)WILL NECESSARILY RESULT IN THE REPLACEMENT OF SUBSCRIBER FILES RESIDING ON ANY COMPUTER OR OTHER DEVICE BEING SYNCHRONIZED. SUBSCRIBER SHOULD SAVE AND MAINTAIN A BACKUP COPY OF ANY FILE THAT SUBSCRIBER WISHES TO RETAIN IN ITS ORIGINAL FORM. 7. User Files and Copyright Policy SUBSCRIBER WILL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES ANY COPYRIGHTS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. Hightail has adopted, and shall have the right to enforce, a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be infringing the rights of copyright holders. Please see the Hightail CODvriaht Policv (Exhibit "C") for further information. 8. Proprietary Rights 2 Agreement No. 4719 All right, title, and interest in and to the Services, any materials relating thereto, and any modifications, enhancements, customizations, updates, revisions or derivative works thereof, are and will remain the exclusive property of Hightail and its licensors. No transfer of ownership will occur under this Agreement. All rights not expressly granted to Subscriber are reserved by Hightail. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in this Agreement, Subscriber may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Services. 9. Ownership of User Files Hightail does not claim any ownership rights to any files ("User Files") that Subscriber makes available through the Services. In providing Services, Hightail may use, copy, distribute and process User Files, and may allow our third parry contractors to do so solely to the extent necessary to help Hightail provide the Services. 10. Use of Name Subscriber agrees that Hightail may identify Subscriber as a Subscriber or user of the Services on Hightail's website, in client lists, in press releases, and in any other promotional materials that Hightail may publish or distribute. 11. General Prohibitions As a condition to Subscriber's use of the Services, Subscriber agrees not to: • Upload or transmit any User File: (i) that Subscriber does not have the lawful right to copy, transmit, distribute, and display (including any User Files that would violate any confidentiality or fiduciary obligations that Subscriber might have with respect to the User Files); (ii) for which Subscriber does not have the consent or permission of each identifiable person in the User Files to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Files); (iii)that infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv)that is false or misleading; (v)that is defamatory; (vi) that is obscene, pornographic, or offensive; (vii)that promotes bigotry, racism, hatred, or harm against any individual or group; or (viii) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; • Access, tamper with, or use any non-public areas of the Services or Hightail's computer systems or the technical delivery systems of Hightail's providers; • Attempt to probe, scan, or test the vulnerability of the Services or any related system or network or breach any security or authentication measures used in connection with the Services and such systems and networks; • Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services; • Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Services; • Send unsolicited email, junk mail, spam, chain letters, or promotions or advertisements for products or Services; • Impersonate or misrepresent its affiliation with any person or entity. Hightail will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Hightail reserves the right to remove User Files or suspend the accounts of users that it believes to be in violation of this Agreement. Hightail may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. Subscriber acknowledges that, 3 Agreement No. 4719 although Hightail has no obligation to monitor its access to or use of the Services, it has the right to do so for the purpose of operating the Services, to ensure Subscriber's compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Hightail reserves the right at all times to disclose any User Files Hightail believes necessary to (a) satisfy any law, regulation, or governmental request or (b) reduce or prevent what Hightail considers to be, in its sole discretion, a serious or imminent threat to the health or safety of Subscriber's users, or the health or safety of another. 12. Links The Services may contain links to third-party websites. Subscriber acknowledges and agrees that Hightail is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or Services on or available from such websites. Links to such websites do not imply any endorsement by Hightail of such websites or the content, products, or Services available from such websites. Subscriber acknowledges sole responsibility for and assumes all risk arising from its use of any such websites. 13. Confidentiality The terms and conditions of this Agreement (including but not limited to the fees payable by Subscriber) shall be treated as confidential information of Hightail, and Subscriber agrees not to disclose such terms and conditions to any third party without the prior written consent of Hightail, except to the extent required by law. The provisions of this Agreement shall not supersede any separate non-disclosure agreement that may have been entered into between Subscriber and Hightail, which non-disclosure agreement is hereby incorporated into this Agreement by reference. 14. Changes to Services Subscriber acknowledges and agrees that Hightail may establish revised practices and policies concerning use of the Services, including without limitation, the maximum size of the file that a user may store and send through the Services, the maximum number of days that a file will be stored by the Services, the maximum number of times a user may access the Services in a given period of time, and the maximum number of recipients to which a user may send a User File. Notwithstanding the foregoing, the material features and limitations in effect at the beginning of a Term will remain in effect for the remainder of such Term, and any material changes will become effective only at the beginning of the subsequent Term. Hightail reserves the right to discontinue the Services upon notice to Subscriber, if required by law, required by order of a court, or if otherwise deemed necessary by Hightail. In the event of such discontinuation by Hightail, Hightail will refund any fees paid by Subscriber for the then-current Term, prorated proportionally to the amount of time remaining in such Term. 15. Amendment of this Agreement and Privacy Policy Hightail may revise or amend this Agreement and its Privacy Policy from time to time. Any such revision or amendment shall become effective for the first Term that begins more than sixty (60) days after the date of the revision or amendment. Subscriber's failure to give notice of non-renewal of this Agreement shall constitute Subscriber's acceptance of such revision or amendment for such subsequent Term. 16. Termination for Breach If Subscriber materially breaches this Agreement, and fails to cure such breach within thirty (30) days after notice of the breach, Hightail will have the right to terminate this Agreement immediately, without notice, and to deactivate Subscriber's account. In the event of Subscriber's breach of this Agreement, Hightail will not be required to refund any fees paid by Subscriber. 4 Agreement No. 4719 If Hightail materially breaches this Agreement, and fails to cure such breach within thirty (30) days after notice of the breach, Subscriber will have the right to terminate this Agreement upon notice to Hightail, and receive a pro-rated refund of the fees paid by Subscriber for the then-current term, based upon the portion of such Term that remained as of the date of termination. Upon any termination of Subscriber's account, except to the extent that Hightail is required by applicable law or court order to retain copies of any of Subscriber's User Files that are stored on the Hightail servers, Hightail may delete and erase all User Files associated with such account. The provisions of Sections 13, 18, and 20 through 24 of this Agreement shall survive termination or expiration of this Agreement. 17. Disclaimer of Warranties THE SERVICES ARE PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, HIGHTAIL EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. Hightail makes no warranty that the Services will meet Subscriber's requirements or will be available on an uninterrupted, secure, or error-free basis. Subscriber's use of the Services is at Subscriber's own risk. Subscriber acknowledges and agrees that Hightail will not be responsible for any damages to Subscriber's computer systems or the computer systems of any third parties that result from use of the Services. 18. System Maintenance and Availability Hightail performs system maintenance on a regular basis to ensure high quality of Services. Hightail uses commercially reasonable efforts to ensure that the Services are available for use during this time. Hightail will use reasonable efforts to perform all maintenance during its pre-scheduled maintenance windows. The availability of the Services may be subject to limitations, delays, and other associated problems inherent to the use of the internet. Hightail is not responsible for any such delivery delays or failures or other damages that may result from such problems. 19. Indemnity Subscriber will defend, indemnify, and hold harmless Hightail, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with Subscriber's access to or use of the Services, or Subscriber's violation of this Agreement, including without limitation third party claims that User Files submitted to the Services by Subscriber infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party. Hightail will defend, indemnify, and hold harmless Subscriber, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with third party claims that the Services infringe or misappropriate the intellectual property rights of a third party. The indemnified party shall (a) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, and (b) allow the indemnifying party solely to control the defense of any claim, suit or proceeding. The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party's prior written consent. Such indemnification obligation will not apply, however, to the extent a claim is based upon the use of the Services in combination with other products, services, processes, or other items not provided by Hightail. If the Services become, or in Hightails opinion are likely to become the subject of an infringement claim, 5 Agreement No. 4719 Hightail may at its option obtain for Subscriber the right to continue using the Services, or modify the Services in order to avoid the claim. 20. Limitation of Liability IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR ANY USER FILES SENT THROUGH, STORED BY OR DOWNLOADED FROM THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES EXCEED THE FEES PAID OR PAYABLE TO HIGHTAIL BY SUBSCRIBER FOR USE OF THE SERVICES FOR THE TWELVE (12) MONTHS LEADING UP TO THE EVENT GIVING RISE TO SUCH CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HIGHTAIL AND SUBSCRIBER. 21. Controlling Law and Jurisdiction This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the state and federal courts located in Los Angeles County, California, and the parties consent to jurisdiction and venue in such courts. 22. Entire Agreement . Subscriber also may be subject to additional terms and conditions that may apply if Subscriber uses or purchases certain other content, software or services. No changes to this Agreement will be effective unless in writing and signed by the parties. Except as otherwise provided in this Agreement, the terms and conditions included in any invoice, purchase order or other document shall be deemed to be solely for the convenience of the parties, no such document shall be binding upon Hightail, and no action by Hightail, including without limitation providing the Services to Subscriber, shall be construed as binding Hightail with respect to any such term or condition. 23. Force Majeure Neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the internet or a portion thereof, floods, storms, earthquakes or other acts of god. 24. General Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement without such consent to a successor to its business resulting from a sale of assets, merger, or similar transaction, provided such successor assumes such party's obligations pursuant to this Agreement. Nothing in this Agreement shall constitute a partnership or joint venture between Subscriber and Hightail. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. Hightail may provide Subscriber with notices, including those regarding changes to the Services or fees, by email (in 6 Agreement No. 4719 which case such notice will be deemed given when sent to the email address designated by Subscriber), by regular mail (in which case such notice will be deemed given when deposited in the mail, to the address designated by Subscriber), or by any other method (in which case such notice will be deemed given when received by Subscriber). The failure of Hightail or Subscriber to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. Signature Page to Corporate Subscriber Agreement Services: See Description of Services in Exhibit A, attached. Number of Authorized Users: 10 Initial Term: One Year Renewal Terms: One Year Fee for Initial Term: $2,500 Siqnatures In order to bind the parties to this Agreement, their authorized representatives have signed below. Subscriber: Hightail, Inc. /111 By: By: C� � Ron Pierson, Director of Sales Printed me and title � Printed Name and Title 7 Agreement No. 4719 Exhibit A— Description of Services Description of'Services Hightail for Enterprise Last Updated:February 7, 2014 Overview: Hightail for Enterprise is a hosted secure file collaboration service that includes end user functionality to securely send, share, store,and sign files online,as well as enterprise IT administration features such as the Hightail Enterprise Management Services and Directory Services Connector. Enterprise Management Services include the following enterprise-grade management and administration capabilities: o Ability to enforce centralized security and compliance policies o Centralized control of desktop and mobile applications o Comprehensive reporting and auditing of all activity and usage o Content lifecycle management and support for eDiscovery o Customizable branding o Group-level administration o Ability to embed functionality into existing workflows via robust APIs Hightail Directory Services Connector(DSC)integrates securely with Microsoft Active Directory to simplify the provisioning and management of users and groups. Capabilities included are: o Automatically provision users without sign up or invitation o Automatically disable accounts when employees leave a company o Single sign-on for higher security and user simplicity o SAML authentication Enterprise Features: o Share an unlimited number of files(500 GB size limit per file) o Premium delivery options: o Password-protected secure delivery o Certified delivery with tracking o Return receipt o Set file expiration o Share unlimited folders o Synchronize files across multiple devices o Unlimited electronic signatures o Unlimited file downloads o Applications and plug-ins o Desktop(PC and Mac) o Mobile(iOS,Android) o Outlook Plug In o SharePoint Plug In o Enterprise Support-Silver package included o Email and Phone support during business hours(Weekdays 6 am-6 pm Pacific time) o Unlimited support requests for administrators o Access to Hightail Higher Learning for online support,community,and training o Premium service packages available 8 Agreement No. 4719 Exhibit"B" Hightail Privacy Policy Last updated July 12,2013 Thanks for being part of Hightail. Your privacy is very important to us and we take it very seriously. This Privacy Policy describes how your personal information is collected, used, disclosed and protected by Hightail when using our Services. By using our Services, you acknowledge that you understand this policy, so please read it carefully. The right column features short explanations of parts of this Privacy Policy, which should help with your review of this Privacy Policy. Table of Contents 1. Definitions 2. Certification 3. Information Collected by Hightail 4. How We Use and Share Personal Information 5. Information Security 6. Contacting Us 7. Changes to This Privacy Policy 1. Definitions Account: You set up an Account in order to use our Services. Non-Identifying Information: All information other than Personal Information that Hightail users provide or that we collect. Personal Information: Information about Hightail's users that can be used to contact or identify them. Services:All services, software and information provided by Hightail, including all Hightail online services and the Hightail website (www.hightail.com), as well as our mobile and client apps. User Files: The digital files that you and others may create, upload, download, store, or send using our Services. We/Our/Us/Hightail: Refers to Hightail, Inc. (formerly YouSendlt, Inc.) You/Your: Refers to you, or the company or entity you represent. 2. Certification Hightail has been awarded TRUSTe's Privacy Seal signifying that this Privacy Policy and practices have been reviewed by TRUSTe for compliance with TRUSTe's program requirements located at tu II a0le :VII"",r II �d"10':,ppn''4IIII�'ndlr:ll' .:+ � "1111,; �r""" p 11""ii',,.VH�IIw';ulln"II u°I;aaccc �..uilu r u°�II� a°nlr:.lhlrikii rd including transparency, accountability and choice regarding the collection and use of your Personal Information. 9 Agreement No. 4719 TRUSTe's mission, as an independent third party, is to accelerate online trust among consumers and organizations globally through its leading privacy trustmark and innovative trust solutions. The TRUSTe certification does not cover Personal Information collected through downloadable software. Hightail complies with the U.S. —E.U. Safe Harbor framework and the U.S. - Swiss Safe Harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union member countries and Switzerland. Hightail has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view Hightail's certification, please visit 3. Information Collected by Hightail Our main goals in collecting and processing information are to provide and improve the Services, to administer your subscription and to provide excellent user experiences. Below are the types and categories of information that we collect. Hightail does not share information about you with third parties except as provided in this Privacy Policy. Information Provided by You When you register to use our Services, we ask for Personal Information. Personal Information may include, but is not limited to, name, phone number, credit card or other billing information, email address and postal addresses. All other information that you provide or that we collect is Non-Identifying Information. We do not treat the names of User Files and Folders as Personal Information, so we recommend that you do not include any confidential or Personal Information in the names of User Files or Folders. Identity theft and the practice currently known as"phishing"are of great concern to Hightail. We do not and will not, at any time, request your credit card information, your account ID, login password, or national identification numbers in a non-secure or unsolicited e-mail or telephone communication. Automatic Information When you use our Services, either online or using our client apps, whether as a registered Account holder or a non-registered user just browsing, we automatically receive and record information about this use either directly or through third party tracking utility providers. This may include information such as your computer's or device's IP address or ID, your browser type, operating system version, language settings, which locally installed Hightail applications you use (if any) and how you use them, the web page you were visiting immediately prior to visiting our website, pages of 10 Agreement No. 4719 our website that you visited, the time spent on those pages, information you searched for on our website, access times and dates, and other statistics. We do not ask you for, access or track any location based information from your device. If we wish to do so in the future to enhance our Services, we will specifically ask your permission. Email As a Hightail Account holder, you may send a User File to, or share a User File with, recipients identified by valid email addresses that you provide. Hightail forwards or sends email or other notifications to those recipients. These email addresses and notifications may be stored by Hightail for your future use and as part of transaction information we keep relating to User Files. When you use Hightail mobile apps or other client software, we may access your local device contacts or other web-based contacts you permit us to access for the sole purpose of allowing you to select recipients to whom you wish to send or share a User File. If you have been added to a user's Hightail address book and no longer wish to have your information used you may contact us at support@hightail.com. User Postings and Testimonials on Our Website Hightail users can post comments or messages to the Hightail website, such as on our blog and community forum, which may be available to the public. We recommend that you guard your anonymity and sensitive information and we encourage you to think carefully about what information about yourself you disclose in your comments or messages. To request removal of such comments and message, contact Customer Support at support@hightail.com. In some cases, we may not be able to remove them, in which case we will let you know we are unable to do so. We post Hightail user testimonials on our website, which may contain Personal Information such as the user's name. We obtain user consent prior to posting of any such testimonial. If you wish to request the removal of your testimonial you may contact us at privacy@hightail.com. Cookies &Other Technologies Like many websites, we use cookies, web beacons, pixel tags or similar means to collect information. These technologies allow us to personalize and improve your experience on our website, to record your preferences, and to save your ID and password for future visits to our website. A cookie is a small data file that we transfer to your computer's hard disk for record-keeping purposes. Web beacons and pixel tags are electronic images, often a single pixel, that are ordinarily not visible to users and may be associated with cookies on a user's hard drive. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting cookies from the 11 Agreement No. 4719 websites you visit. If you do not accept cookies, however, you may not be able to use all portions of our website or all the functionality of our other Services. Third party advertising partners may use cookies or similar means to collect Non-Identifying Information about your activities on this website and other websites to provide you targeted advertising on other websites you visit based upon your interests. Hightail does not have access to or control of any cookies that its advertisers may store in your browser and this Privacy Policy does not apply to the use of cookies or similar means by advertisers. We partner with third party ad networks to manage our advertising on other web sites. Our ad network partners use cookies or similar means to collect Non-Identifying Information about your activities on our website and other websites to provide you targeted advertising on other websites you visit based upon your interests. If you wish to not have this information used for the purpose of serving you targeted ads, you may opt-out of the use of your information for such purposes by the certain ad networks included in TRUSTe's"Trusted Ads Opt-out Manager' list by clicking here. Please note that according to TRUSTe, using its Trusted Ads Opt-Out Manager does not opt you out of being served advertising and you will continue to receive generic ads. Hightail mobile apps and other software you install on your devices store registration and session information in encrypted files locally on the device where the application is installed. This behavior is similar to cookies but is specific to the device. To remove these data files, you can uninstall the application. Our Policy Toward Children Our Services are not aimed at people under 18 and we do not knowingly collect Personal Information from children under 13. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at privacy@hightail.com. If we become aware that a child under 13 has provided us with Personal Information, we will delete such information from our files. Information Collected by Third Parties Our Services include features such as links to other websites, login via Facebook Connect, the Facebook Like button, or other features hosted by third parties. These features may collect information from you and/or may set a cookie to enable the feature to function properly. Your interaction with these features is governed by the privacy policy of the company providing them. Links and advertisements displayed on our site are not an endorsement, authorization or representation of our affiliation with that third party, nor are they an endorsement of its privacy or information security policies or practices. 12 Agreement No. 4719 4. How We Use and Share Personal Information We use Personal Information mainly to provide the Services, verify and administer your Account, complete your transactions, and deliver Services to you according to your preferences or restrictions. Other than as described in this section, Hightail does not rent or share information about you with third parties. We may combine Personal Information with Non-Identifying Information and aggregate it with information collected from other Hightail users to attempt to provide you with a better experience, to improve the quality and value of the Services and to analyze and understand how our Services are used. We may disclose Non-Identifying Information to third parties for industry analysis, demographic profiling and other purposes. Any aggregated information shared in these contexts will not contain your Personal Information. Marketing and Communications Preferences We also use your Personal Information to contact you with Hightail newsletters, marketing or promotional materials and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the unsubscribe instructions provided in any of the communications or email us at c:q!,[,w �l11!ih1U..:iiii.�:..uu n with an explicit request to have your information removed from our mailing list or login to your Hightail account and change your"user preferences"with respect to the receipt of communications from us. We will comply with your request as soon as reasonably practical. We will continue to send you strictly service-related announcements on rare occasions when it is necessary to do so. If you do not wish to receive them, you have the option to deactivate your Account by contacting us at a°Il:nll uCiu it@uiiullhnil mill :uwn°n Service Providers We may employ third-party companies and individuals to facilitate our Services, to provide the Services on our behalf and to perform website-related services ("Service Providers"). The types of Service Providers we use include, without limitation, service providers that provide the following types of services: email delivery, credit card transactions, accounting, account verification, customer relationship management, marketing, webcasting, website maintenance, database management, web analytics and web and live chat hosting. Our Service Providers have access to your Personal Information only to perform these tasks on our behalf, and they are obligated not to disclose or use it for any other purpose. International Transfer Personal Information and Non-Identifying Information may be transferred to and maintained on computers located outside of your state, province, country or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. 13 Agreement No. 4719 If you are located outside the United States, you should be aware that Hightail transfers Personal Information and Non-Identifying Information to the United States and processes it there. Your use of our Services represents your agreement to such transfer. Compliance with Laws and Law Enforcement Hightail cooperates with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose any information about you and your User Files to government or law enforcement officials or private parties as we believe necessary or appropriate to respond to claims and legal process(including without limitation subpoenas), to protect the property and rights of Hightail or a third party, to protect the safety of the public or any person, or to prevent or stop activity we consider to be illegal or unethical. Hightail employees or representatives may access, but not view the contents of, your User Files when acting on behalf of Hightail as described in this paragraph. Business Transfers Hightail may sell, transfer, or otherwise share some or all of its business or assets, including your Personal Information and Non-Identifying Information in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy. Enterprise Accounts If you used an email address owned by your employer to create an individual Hightail Account and your employer adds you to an enterprise account your employer has with us, your email address and certain information concerning past and ongoing use of your individual account may become accessible to the administrator of that enterprise account. This includes; • Text and subject of messages you have sent • Name and content of the User Files you have sent • Date and time messages were sent • Email addresses of the recipients However, information with respect to User Files that have been deleted because they expired or were deleted by you will no longer be accessible to you or to the administrator of your employer's account. Retention and Deletion of Your Information User Files will be stored on our systems according to the user preferences you set for the file, if any, or according to the default parameters as defined by the Services and Account plan you are using if no user preferences are set. Users may delete User Files from our servers via the website or Hightail mobile apps or other client software they may have installed. There may be some latency until the User File is actually deleted from our servers. 14 Agreement No. 4719 You may review, update or correct the Personal Information in your Account registration profile("Account Information") by logging into your account on our website and changing your user preferences. Hightail may retain your Account Information and information about transactions relating to User Files indefinitely as required by law or for legitimate business purposes, regardless of whether your account is still active. If you wish to deactivate your Account or request that we no longer use your Personal Information, contact us at��I flP:N,.ii a li no ll n gull �D11 a or it Il uip� „u tl;;6l iiugi ih:H ,d;nP"V1I We will respond to all requests within 30 days. 5. Information Security Hightail treats the privacy and security of Personal Information very seriously. We employ industry- standard administrative, physical and electronic measures to safeguard Personal Information submitted to us from unauthorized access. We encrypt the transmission of all Personal Information (including credit card information on our order forms) using Secure Sockets Layer(SSL) technology and only store that information in secured data centers with restricted access. Still, no method of transmission over the Internet or electronic data storage is 100% secure. Therefore, while we use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security. It is critically important to keep your password secure at all times and remember that Hightail will never ask you for this information in an unsolicited communication. If you have any questions regarding our security practices or believe your account may have been compromised please contact us via the contact information below. 6. Contacting Us If you have any questions about this Privacy Policy, please contact us at II'°p'"° r` 4µ!';,II'�u;:Wlh il:r�oi.o qu iiii or at: Privacy Matters c/o Hightail, Inc., 1919 South Bascom Avenue, 3rd floor, Campbell, California 95008. 7. Changes to This Privacy Policy We may update this Privacy Policy from time to time, so please review it frequently. If we make material changes to this Privacy Policy, we will notify you here on this website page, by email, or by means of a notice on our website home page prior to the changes taking effect. 15 Agreement No. 4719 Exhibit"C" Hightail Copyright Policy Hightail respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Hightail will respond expeditiously to claims of copyright infringement committed using the Hightail service that are reported to the Hightail Designated Copyright Agent identified in the sample notice below. If you are a copyright owner, authorized to act on behalf of one or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Hightail services (the"Services") by completing the following DMCA Notice of Alleged Infringement and delivering it to the Hightail Designated Copyright Agent. Upon receipt of Notice as described below, Hightail will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Services and/or termination of the Hightail user's account. DMCA Notice of Alleged Infringement("Notice") 1. Identify the copyrighted work that you claim has been infringed, or-if multiple copyrighted works are covered by this Notice-you may provide a representative list of the copyrighted works that you claim have been infringed. 2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the relevant website where such material may be found. 3. Provide your mailing address, telephone number, and, if available, email address. 4. Include both of the following statements in the body of the Notice: 1, "1 hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law(e.g., as a fair use)." 2. "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed." 5. Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to Hightail's Designated Copyright Agent: Copyright Agent c/o Hightail, Inc. 16 Agreement No. 4719 1919 S.Bascom Ave., 3rd Floor Campbell, CA 95008 abuse@Hightail.com Counter Notification If Hightail has removed or blocked material uploaded by you to your Hightail account because we received a Notice as described above, you have the right to provide us with a counter notification if you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification. Your counter notification must be in the form described below. If we receive a valid counter notification from you then, unless the party claiming to own the copyright in the material files an action seeking a court order against you, Hightail will restore the content within 10-14 business days after receipt of your counter notification. Note that filing a counter notification may lead to legal proceedings between you and the copyright claimant and there may be adverse legal consequences if false or bad faith allegations are made by you, so it is suggested that you seek legal advice before proceeding. DMCA Counter Notification To qualify as a valid counter notification to Hightail, you must submit a written counter notification with the following information to Hightail: 1. Your first and last name, mailing address, telephone number, email address, and the username of your Hightail account where you uploaded the material in question; 2. Identify the specific URL(s) of the material that has been removed or blocked; 3. Include both of the following statements in the body of the counter notification above your signature: "I consent to the jurisdiction of the Federal District Court for the district in which my mailing address is located, or if my mailing address is outside the United States of America I consent to the jurisdiction of the judicial district in which Hightail is located, and will accept service of process from the party claiming copyright ownership of the removed or blocked material." "I swear under penalty of perjury, that I have a good faith belief that the content was removed or blocked as a result of a mistake or misidentification of the material to be removed or blocked." 4. You must sign the counter notification with you full legal name either by physical signature if sending via postal service, or by valid electronic signature; and 5. You must send the counter notification to: Copyright Agent c/o Hightail, Inc. 17 Agreement No. 4719 1919 S.Bascom Ave., 3rd Floor Campbell, CA 95008 abuse@Hightail.com 18