PLEASE READ THIS TARAS END USER TERMS OF USE AGREEMENT (THE “AGREEMENT”) CAREFULLY. THE TARAS PLATFORM (THE “PLATFORM”) AND THE INFORMATION ON IT ARE CONTROLLED BY PRECISION SYSTEMS, INC. (“PSI”). THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE PLATFORM AND APPLIES TO ALL USERS ACCESSING AND/OR USING THE PLATFORM IN ANY WAY, INCLUDING USING THE DATA, SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE PLATFORM. BY CLICKING ON THE “I ACCEPT” BUTTON, AND/OR OTHERWISE ACCESSING THE PLATFORM, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PSI, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY NAMED AS THE USER, OR YOU ARE OTHERWISE AUTHORIZED TO ACCESS THE PLATFORM BY AN ENTITY WHO HAS ENTERED INTO A SEPARATE BINDING WRITTEN CONTRACT WITH PSI (“CUSTOMER”). IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THIS PLATFORM OR THE SERVICES.

(a) Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any portion of the Services, or allow any third party to access the Services without the prior written consent of PSI; (b) you shall not frame or utilize framing techniques to enclose any trademark or logo (including images, text, page layout or form) of PSI; (c) you shall not use any metatags or other “hidden text” using PSI’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services (except to the extent the foregoing restrictions are expressly prohibited by applicable law); (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access the Services in order to build a similar or competitive website, platform or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on any portion of the Services; and (i) you shall not use the Services to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity without their permission. PSI, its suppliers and service providers reserve all rights not expressly granted in this Agreement. Any unauthorized use of the Services automatically terminates the rights granted to you by PSI pursuant to this Agreement.

(b) No Hacking. You agree that you will not, under any circumstances: (i) use automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with the Services; (ii) interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iii) disrupt, overburden, or aid or assist in the disruption or overburdening of (A) any computer or server used to offer or support the Services, or (B) the enjoyment of the Services by any other person; (iv) institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Services, or other attempts to disrupt the Services; (v) attempt to gain unauthorized access to the Services; (vi) attempt to probe, scan, or test the vulnerability of any PSI system or network, or breach any security or authentication measures; (vii) disrupt or interfere with the security of, or otherwise cause harm to, the Services, systems, resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites; or (viii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by PSI or any of PSI’s providers or any other third party to protect the Services.

2.1 Confidential Information. During the term of this Agreement, you may have access to non-public information and data regarding PSI’s or a third party’s business, technology, products, or services that is marked or designated by PSI as “confidential” or “proprietary” at the time of disclosure or that reasonably would be understood to be confidential given the circumstances of disclosure (collectively, “Confidential Information”). Without limiting the generality of the foregoing, the Services, Platform, and all enhancements and improvements thereto, and any data accessed through the Services and Platform, will be considered the Confidential Information of PSI.

(a) Protection of Confidential Information. You agree that you will not use or disclose to any third party any Confidential Information of PSI, except to use the Services hereunder and/or to provide services to a Customer. You will limit access to the Confidential Information to those who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, you will protect PSI’s Confidential Information from unauthorized use, access, or disclosure in the same manner that you protects your own proprietary information of a similar nature, but in no event with less than reasonable care. At PSI’s request or upon termination of this Agreement, you will return to PSI or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that you do not have a continuing right to use under this Agreement.

(b) Exceptions. The confidentiality obligations set forth in this section will not apply to any information that (i) becomes generally available to the public through no fault of yours; (b) is lawfully provided to you by a third party free of any confidentiality duties or obligations; (c) was already known to you at the time of disclosure; or (d) you can prove, by clear and convincing evidence, was independently developed by you without use of and who had no access to the Confidential Information. In addition, you may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that you promptly notify PSI in writing of such required disclosure and cooperates with PSI if PSI seeks an appropriate protective order.

2.2 Registering Your Account. To use the Services, you may be required to register for an account with PSI (“Account”) and provide certain information about you and/or the Customer as prompted by the Services registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law, rule or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party). You are responsible for maintaining the confidentiality of your Account login information and is fully responsible for all activities that occur under your Account. You agree to immediately notify PSI of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. PSI cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Notwithstanding anything to the contrary herein, You acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of PSI.

3. OWNERSHIP AND LICENSE. You agree that the Services, including, without limitation, the trademarks, tradenames, logos, content, works of authorship and other data, information, and materials therein, are the sole and exclusive property of PSI and its licensors. PSI hereby grants you a non-exclusive, non-transferable, non-sublicenseable, right and license during the Term to access and use the data made available by PSI through the Services solely for the purposes of fulfilling your contractual obligations to the Customer.

4. THIRD-PARTY CONTENT.The Services may provide access to third-party data, information, and content (collectively, “Third-Party Content”). PSI is not responsible for any Third-Party Content. PSI does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Content. You access and use all Third-Party Content at your own risk.

5. INDEMNIFICATION. You agree to indemnify and hold PSI, its parents, subsidiaries, affiliates, officers and employees (collectively, the “PSI Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your violation of this Agreement, including your use of the Services without authority; and/or (b) your violation of any applicable laws, rules or regulations through or related to your use of the Services. PSI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with PSI in asserting any available defenses. You will not settle any claim without PSI’s prior written consent. You agree that the provisions in this Section 5 will survive any termination of your Account, this Agreement or your access to the Services. This provision does not require you to indemnify the PSI Parties for any gross negligence or willful misconduct by such party in connection with the Services.

6. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PSI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PSI PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE DATA OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY CONTENT OR DATA DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. PSI MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

7. LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PSI PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT PSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY THROUGH THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. TO THE FULLEST EXTENT OF LAW, PSI’S AND ITS LICENSORS’ AGGREGATE LIABILITY SHALL NOT EXCEED FIVE U.S. DOLLARS ($5.00). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PSI AND YOU.

8.1 Violations. If PSI becomes aware of any possible violations by you of this Agreement, PSI reserves the right to investigate such violations. If, as a result of the investigation, PSI believes that criminal activity has occurred, PSI reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. PSI is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or through the Services, in PSI’s possession in connection with your use of the Services, to (a) comply with applicable laws, legal process or governmental request, (b) enforce this Agreement, or (c) protect the rights, property or personal safety of PSI, its users or the public, and all enforcement or other government officials, as PSI in its sole discretion believes to be necessary or appropriate.

8.2 Breach. In the event that PSI determines, in its sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated conduct inappropriate for the Services, PSI reserves the right to: (i) warn you via e-mail (to any e-mail address you have provided to PSI) and notify the Customer (to the extent applicable) that you have violated this Agreement; (ii) discontinue your access to the Services; (iii) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iv) pursue any other action which PSI deems to be appropriate.

9.2 Termination; Effect of Termination. Either party may terminate this Agreement if the other party materially breaches this Agreement and does not cure such breach within five (5) days of notice of such breach from the non-breaching party. Termination of this Agreement includes removal of access to the Services and barring of further use of the Services. Termination of this Agreement also includes deletion of your password and all related information associated with or inside your Account (or any part thereof). Upon termination of your access to the Services, your right to use the Services will automatically terminate immediately. All provisions of this Agreement which by their nature should survive, shall survive termination of this Agreement, including without limitation, ownership provisions, warranty disclaimers, indemnification and limitation of liability.

10.1 Electronic Communications. The communications between you and PSI use electronic means. For contractual purposes, you (a) consent to receive communications from PSI in an electronic form, and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that PSI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

10.2 Assignment. This Agreement, and your rights and obligations hereunder, including your right to access the Platform and/or create and use your Account, may not be assigned, subcontracted, delegated or otherwise transferred by you without PSI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

11.1 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between representatives with the authority to resolve such dispute. If the matter has not been resolved within thirty (30) days of a party’s request for negotiation, either party may initiate arbitration as provided below.

11.2 Arbitration. Any dispute arising out of or relating to this Agreement shall be submitted to arbitration. In the event the parties cannot agree on a neutral arbitrator, the parties agree to utilize the American Arbitration Association, under the Arbitration Rules then in effect. Any court having jurisdiction thereof may enter judgment upon the award rendered by the arbitrator(s). The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The decision of the arbitrator shall be in accordance with the terms and conditions of this Agreement, shall be binding upon the parties, and may not be appealed. The parties will comply with the arbitrator’s decision in good faith. Either party may apply to any court with proper jurisdiction for enforcement of the arbitration decision. Unless otherwise agreed to, the place of arbitration shall be in Washington, D.C.. The fees and expenses of the arbitrator shall be divided equally between the parties unless otherwise ordered by the arbitrator.

11.3 Equitable Relief. The parties agree that any breach of confidentiality or intellectual property infringement and violation of intellectual property ownership rights, may cause irreparable damage to the other party and that in the event of such breach, infringement or violation, the non-breaching party shall have, in addition to any and all remedies of law, the right to seek an injunction, specific performance or other equitable relief in a court of law to enforce the breaching party’s obligations under this Agreement.

12.1 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the District of Columbia, without giving effect to its conflict of laws principles. You and PSI agree that to the extent that litigation is permitted and undertaken in connection with this Agreement, it will be litigated exclusively in the state or federal courts located in the District of Columbia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

12.2 Compliance with Laws. You agree to comply with all applicable laws in the performance of its obligations hereunder including with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) you represent and warrants that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) you will not (and will not permit any third parties to) access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) you will not submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations. You agree that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any PSI employees or agents in connection with this Agreement.

12.3 Federal Government End Use Provisions. PSI may provide the Services, including all related software, for ultimate federal government end use. In such event, PSI will provide the Services solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with PSI to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

12.4 Notice. Where PSI requires that you provide an email address, you are responsible for providing PSI with your most current email address. In the event that the last email address you provided to PSI is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, PSI’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to PSI at the following address: 80 M Street, SE, Suite 180, Washington, D.C. 20003 and e-mail address: psi@dcpsi.com. Such notice shall be deemed given when received by PSI by letter delivered by nationally recognized overnight delivery service or certified mail, return receipt requested, at the above address.