1. Scope of this Agreement and Cloud Services

1.1 This DocuWare Corporation (“DocuWare”) Cloud Services Agreement (“Agreement”) is hereby agreed to by the entity agreeing to this Agreement (“Customer”). By accessing the Services, Customer hereby agrees to be bound by this Agreement, and if Customer does not accept the terms of this Agreement, Customer may not access the Services. This Agreement shall govern Customer´s use of cloud based document management, applications (including Local Application Programs as defined below), storage space, computing capacity and other cloud based services as the same may be made available by DocuWare from time to time (see www.docuware.com/cloud) through Ricoh USA, Inc. (“Ricoh”) upon the Effective Date of this Agreement (collectively, “Services”). The commercial terms of the Services (fees, term etc.) will be agreed by Customer in a separate written agreement between Customer and Ricoh (“Ricoh Order”). For the avoidance of doubt, DocuWare shall have no obligation to provide the Services to Customer under this Agreement except to the extent DocuWare has a binding written agreement with Ricoh to provide Customer with such Services. The scope and content of Services shall be, as applicable, further described at http://go.docuware.com/CloudFunctions or in DocuWare’s most currently published whitepaper.

1.2 DocuWare reserves the right, in its sole discretion, to change, modify or alter the Services at any time (e.g., in relation to the user interface and functionalities of the applications); provided, however, DocuWare will not materially impair the overall functional scope with such modifications. DocuWare will implement changes to the Services through updates and upgrades, and to receive notification of same, Customer must register at least one or more email address(es) with DocuWare.

2. Authorized Users

2.1 During the configuration of the Services, Customer shall specifically identify its employees and contractors who shall be authorized to use the Services (hereinafter, “Authorized User”) solely for Customer´s internal business purposes. Unless specifically authorized by DocuWare in advance and in writing, third parties (including, but not limited to, users employed by or working for companies that are affiliated with Customer) are not authorized to use the Services.

2.2 Authorized Users may access DocuWare-provided local software application programs as part of the Services (“Local Application Programs”) solely for the purposes of accessing the Services. For the Term of this Agreement, Authorized Users shall have the revocable, non-exclusive, non-sublicensable, non-transferable right: (i) to install such Local Application Programs on hardware devices operated and controlled by Customer; and (ii) to access and display such Local Application Programs for the purpose of accessing the Services in compliance with the online-support-documentation available as part of the Services.

2.3 Neither Customer nor any Authorized User shall: (i) modify, copy, create derivative works decompile or reverse-engineer the Services or Local Application Programs other than as expressly permitted by applicable statute to permit interoperability and then only after notice to DocuWare; (ii) frame or mirror any content forming part of the Services; or (iii) access the Services in order to: (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Services.

2.4 Neither the Customer nor any Authorized User shall: (i) license, sublicense, transfer, sell, resell, rent, lease, distribute, time share, assign, share or otherwise commercially exploit or make the Services available to any third party, other than to Authorized Users or as otherwise expressly contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (vi) attempt to gain unauthorized access to the Services or related systems or networks; (vii) access the Services if Customer is a direct competitor of DocuWare; or (viii) access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

2.5 DocuWare will exercise reasonable efforts to provide a 99.5% availability of the Services per calendar year, excluding any Downtime. “Downtime” shall mean unscheduled downtime of the Services caused by emergencies or Force Majeure Events (as defined below) and downtime due to scheduled maintenance activities of the Services (“Scheduled Maintenance”). DocuWare will use reasonable efforts to limit any downtime due to Scheduled Maintenance to four (4) times per year for up to eight (8) hours each, and to notify by way of e-mail or via the DocuWare website with a notice period of at least five (5) calendar days.

2.6 The Customer will install and configure Services in a way which avoids any excessive utilization of DocuWare systems.

2.7 The Services require Internet access and computing facilities with the system requirements identified in the applicable technical documentation available at http://go.docuware.com/whitepaper-cloud. Customer acknowledges and agrees that such requirements may be changed from time to time, and DocuWare shall use reasonable efforts to provide at least four (4) weeks’ notice of any such changes. Customer is responsible for all activities that occur in Authorized User accounts and for Authorized Users' compliance with this Agreement.

3. DocuWare´s Rights

3.1 To the limited extent necessary to perform the Services, Customer hereby grants to DocuWare and its subcontractors, on a royalty-free basis, the right to copy, distribute, perform, display, create derivative works and otherwise use any data and documents provided by Customer and any Authorized User in connection with the Services. Customer hereby represents, warrants and covenants to have been effectively granted all necessary rights by its customers, users and all affected third parties which are necessary for the foregoing license grant.

3.2 DocuWare shall process personal data (as defined in Schedule 1) within the Services in accordance with Schedule 1. The Customer shall ensure that the collection, forwarding and processing of personal data fully complies with all applicable data privacy and protection laws.

3.3 Customer shall defend, indemnify and hold harmless DocuWare against any third party claims, damages or losses, including reasonable attorneys’ fees, resulting from Customer´s breach of Sections 2.4, 3.1 and/or 3.2 of this Agreement.

3.4 Customer shall be liable and responsible for any acts and omissions of the Authorized Users to the same extent Customer is liable and responsible for its own acts and omissions.

3.5 The Customer and the Authorized User shall immediately notify DocuWare of any loss of any access codes and/or of any use of the Services not in compliance with the terms of this Agreement.

3.6 Other than as expressly set forth in this Agreement, no other rights are granted to Customer. DocuWare reserves all rights, title and interest in and to the Services, including all related intellectual property rights.

4. Term and Termination

This Agreement commences on the date the applicable Ricoh Order is executed (“Effective Date”) and continues until such Ricoh Order executed in connection with this Agreement has expired or been terminated (“Term”); provided, however, DocuWare shall have no obligation to provide the Services to the extent either: (i) Ricoh has not compensated DocuWare for the provision of such Services to Customer; or (ii) Customer has violated this Agreement. Upon expiration or termination of this Agreement or the applicable Ricoh Order, DocuWare will delete data in accordance with Section 3.5 of Schedule 1.

5. Cooperation duties of Authorized User

Customer and the Authorized User shall implement effective measures and processes enabling and safeguarding an additional backup archiving of all relevant documents and data outside of the IT system provided by the Services as protection against any temporarily or permanent failures of the Services.

6. DocuWare Warranty

6.1 Customer shall immediately notify DocuWare in writing of any Defects (as defined below) associated with the provision of the Services, which notification shall describe the Defect and root cause in detail. Subject to receipt of a proper notice as provided in this Section, DocuWare shall endeavor to remedy Defects within a reasonable time. DocuWare may, in its discretion, remedy Defects either by providing patches, workarounds, updates or upgrades or by providing or having provided remote support as available under http://support.docuware.com. In the event that the remediation of a warrantied Defect requires commercially unreasonable expenditures or efforts, DocuWare may terminate the provision of Services under the affected Ricoh Order without any further liability upon thirty (30) days’ notice. For purposes of this Section 6, “Defect” shall mean a material deviation of the quality of the Services from the quality described in Section 1.1 provided (i) such defect must be reproducible or documented by automatically created output; (ii) the usability of the Services must be materially adversely affected; and (iii) written notice of the defect must be provided to DocuWare by Customer on a timely basis pursuant to this Section 6.1.

6.2 In no event shall DocuWare be responsible for defects, operational, performance issues or other events resulting from Customer’s technology infrastructure, including, but not limited to, software applications, drivers, network hardware or software or broadband service, to the extent not provided by DocuWare. Customer shall not report issues associated with such Customer technology infrastructure to DocuWare as Defects in the Services. Customer shall compensate DocuWare for any efforts related to such non-warranty issues at DocuWare´s then current rates.

6.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, DOCUWARE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY OF THE SERVICES, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Limitation of Liability

7.1 IN NO EVENT SHALL DOCUWARE’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY RICOH ORDER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, IN RELATION TO COSTS EXCEED THE AMOUNTS ACTUALLY PAID BY RICOH TO DOCUWARE WITH RESPECT TO THE APPLICABLE RICOH ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.

7.2 IN NO EVENT SHALL DOCUWARE BE LIABLE, TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, COMPENSATORY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON DAMAGE TO OR LOSS OF, CUSTOMER DATA, REVENUE, PROFITS, GOODWILL OR ANTICIPATED SAVINGS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 ALL CLAIMS AND CAUSES OF ACTION BROUGHT BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT AND/OR A RICOH ORDER SHALL BE BROUGHT BY CUSTOMER WITHIN THE EARLIER OF ONE (1) YEAR OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT OR WITHIN ONE (1) YEAR OF THE DATE THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

8. Confidentiality

8.1 As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement or the applicable Ricoh Order (including pricing), the Services, business and marketing plans, technology and technical information, product designs, and business processes. The Services are deemed DocuWare Confidential Information (as defined below). Each party shall keep confidential and use any such Confidential Information only to the extent required for the purposes of this Agreement, and each party shall impose similar obligations to persons who have a right and need to know such Confidential Information (e.g., Authorized Users).

8.2 Confidential Information does not include information which (and only to the extent that) the Receiving Party can establish through documentary evidence that such information: (i) was rightfully received without restrictions from third parties who owe no obligations of confidentiality to the Disclosing Party with respect to such information; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) was already publicly known at the time of disclosure or subsequently becomes publicly known through no breach by the Receiving Party of its obligations under this Section.

8.3 Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

8.4 If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

8.5 If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

9. Miscellaneous

9.1 Customer represents and warrants that it will comply with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards, including, but not limited to, any export control laws of the EU and U.S. Without limiting the foregoing, (i) Customer represents that it and any Authorized User is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit Authorized Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction. DocuWare is also not responsible for determining the requirements of laws applicable to Customer’s business.

9.2 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement (other than obligations to make payment hereunder), those obligations will be suspended for the duration of the Force Majeure Event. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will: (i) forthwith notify the other; and (ii) inform the other of the period for which it is estimated that such failure or delay will continue. The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event. “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including, but not limited to, power failures, industrial disputes affecting any third party, changes in the law, natural disasters, epidemics, explosions, fires, floods, riots, terrorist attacks and wars).

9.3 This Agreement shall be governed by the laws of the State of New York, United States of America without regard to its conflicts of law rules, and all actions shall be brought in the appropriate state or federal district court located in or servicing Orange County, New York, USA. The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply.

9.4 Customer shall not assign its rights or delegate its obligations under this Agreement or Ricoh Order without the prior written consent of DocuWare. DocuWare may, in its sole discretion, subcontract the provision of the Services to third parties (e.g., external data centers) without notice to or approval of Customer (subject to Schedule 1).

9.5 Changes to this Agreement must be made by a written agreement.

9.6 Should any provision of this Agreement be held by a court to be invalid, the validity of the remaining provisions shall not be affected thereby.

9.7 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

9.8 No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.