Cloud Computing Services Exhibit

The following terms are applicable to Customer’s Cloud Computing Services, including, but not limited to, Virtual Data Center, vServer, BMGGd Office: Desktop, Disaster Recovery as a Service, and Reflection:

a) Software Licensing and Compliance. If Customer provides its own licenses under BMGG Consulting’s “Bring Your Own License” (“BYOL”) hosting offering, Customer agrees to determine, acquire, and maintain compliance for the correct number of software licenses in their virtual environment hosted by BMGG Consulting, regardless of whether the software or administration is self-managed or managed by BMGG Consulting, and shall maintain the required licenses and compliance during the entire Service Term of the applicable Services. For Microsoft products specifically, Customer must maintain new product version rights (“Software Assurance”) on the Microsoft software products it licenses for its BMGG Consulting hosted environment and must complete and return any required License Mobility verification forms requested by BMGG Consulting within ten (10) days of receiving the forms. Customer also agrees to the following terms concerning any software products used (“Software”):

i) Customer is prohibited from removing, modifying or obscuring any copyright, trademark or other proprietary rights notices that are contained in or on the Software;

ii) Customer is prohibited from reverse engineering, decompiling, or disassembling the Software, except to the extent that such activity is expressly permitted by applicable law;

iii) Customer understands and agrees that for Microsoft software, Microsoft disclaims, to the extent permitted by applicable law, all warranties and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from use of the Software;

iv) 3rd party software suppliers do not provide technical support for the Software. Customer is responsible for arranging for Software technical support;

v) Customer shall not undertake any action that will interfere with or diminish any owner’s right, title, and/or interest in the trademark(s) or trade name(s) concerning the Software;

vi) Customer shall not utilize the Services or the Software to engage in the manufacture, use distribution or transfer of counterfeit, pirated, or illegal software;

vii) Customer shall cooperate with any audit or verification performed by BMGG Consulting or assigned 3rd party licensing agent and permit the disclosure of Customer’s information as reasonably required under any such verification;

viii) the Software will not be utilized for “high risk use,” and may not be used in any application or situation where failure of the Software could lead to death or serious bodily injury of any person or to severe physical or environmental damage;

ix) 3rd party Software providers will be an intended third party beneficiary with respect to provisions concerning the Software Licensing and Compliance and Right to Audit and Verification terms as described in Sections 1 and 2 of this Service Exhibit, and shall have the right to enforce applicable provisions, including but not limited to verification of Customer’s license compliance; and

x) to abide by the terms of all end user license terms for the software products used.

b) Unlimited Backup Service. Customer’s use of UNLMDRVEEAM365 - Veeam Office 365 Unlimited Backup (the “Unlimited Backup Service”) at the MRC stated in the Sales Order(s) presumes industry standard utilization of the Unlimited Backup Service by commercial customers or based on comparison of such use to other BMGG Consulting customers as determined by Microsoft and/or Veeam. If Customer makes excessive use of the Unlimited Backup Service, BMGG Consulting shall be entitled in its sole discretion to assess additional charges with respect to such excess utilization and/or suspend the Service. Notwithstanding any other provision of the Agreement to the contrary, BMGG Consulting shall be entitled to pass through any increase to charges for third party licensing services imposed on BMGG Consulting, including, but not limited to, Microsoft SPLA and Microsoft O365, at any time during the Service Term.

c) Right to Audit and Verification. Customer shall allow BMGG Consulting (or an appointed 3rd party designee) to routinely audit and verify compliance with the Agreement and shall provide BMGG Consulting with the required domain access to perform any such audit or verification. Failure to provide BMGG Consulting with the necessary domain access required to perform audit or verification constitutes a material breach and BMGG Consulting may terminate Services or access to the Software. BMGG Consulting reserves the right to charge any additional monthly reporting costs incurred by BMGG Consulting to remedy non-compliance to any Customer that has Software installed for which it cannot provide sufficient evidence of required software licensing.

d) Data Security. BMGG Consulting shall at all times use industry standard best practices to (i) to protect the physical security of the infrastructure used by BMGG Consulting to provide the Cloud Services and (ii) maintain technical, administrative and organizational measures, internal controls and data security routines and procedures with respect to its software, information systems and networks intended to protect Customer information and data against accidental loss or change, unauthorized disclosure or access or unintended destruction. Customer shall be solely responsible for the security of their respective information systems/networks and neither BMGG Consulting, nor any BMGG Consulting 3rd party shall have any liability related to Customer systems/networks. BMGG Consulting shall use industry standard best practices to segregate Customer’s Cloud Services from that of other BMGG Consulting customers in any multi-tenant environment.

Except as expressly agreed in writing between Customer and BMGG Consulting: (a) Customer shall own all Customer data entered into, processed or generated by the Cloud Services in connection with Customer’s use; and (b) such data shall constitute the Confidential Information of Customer to the extent it comes into BMGG Consulting’s possession.

BMGG Consulting will (a) provide Customer prompt notice of all suspected security incidents that could involve, or which BMGG Consulting reasonably believes to involve, the unauthorized access, use or disclosure of any Customer data maintained in the Cloud Services (each such incident, a “Data Breach”), (b) fully cooperate with any internal investigation by Customer, and with any external investigation by third parties, such as law enforcement pertaining to a Data Breach, through the provision of information, employees, interviews, materials, databases or any and all other items required to fully investigate and resolve any such incidents, and (c) take all necessary and appropriate corrective action to terminate the unauthorized access and rectify the Data Breach. In the event a Data Breach occurs through no fault of BMGG Consulting, Customer shall indemnify BMGG Consulting pursuant to the provisions contained in the “Indemnity” section of the MSA.

e) Intellectual Property and Ownership.

All computer applications, software, drawings, diagrams, specifications, engineering, other information and materials, and all intellectual property now owned by BMGG Consulting or to which BMGG Consulting has rights, or which may be licensed or sublicensed by BMGG Consulting to Customer or which may be developed by (or on behalf of) BMGG Consulting for the specific operation of the Cloud Services sold to Customer, whether or not developed at the specific request of Customer, shall remain the sole and exclusive property of BMGG Consulting, and Customer shall not acquire any rights or licenses, express or implied, unless otherwise expressly set forth in a written agreement between BMGG Consulting and Customer.

All computer applications, programs, software, drawings, diagrams, specifications, engineering, and other information and materials, and all intellectual property now owned by Customer or to which Customer has rights, or which may be licensed or sublicensed by Customer or which may be developed by (or on behalf of) Customer in connection with the use of the Cloud Services or otherwise as a result of or related to BMGG Consulting providing the Cloud Services to Customer, whether or not developed at the specific request of any such party, shall remain the sole and exclusive property of Customer, and BMGG Consulting acquires no rights or licenses, express or implied, in same by virtue unless otherwise expressly set forth in a written agreement between Customer and BMGG Consulting; provided, however, the underlying intellectual property with respect to the Cloud Services shall be deemed the intellectual property of BMGG Consulting.

Any Customer data, documents and information obtained by BMGG Consulting or uploaded to the Cloud Services shall remain the property of the Customer. Upon a) the termination of the Cloud Services for any reason other than an uncured breach by Customer and b) BMGG Consulting’s receipt of Customer’s written request, BMGG Consulting shall immediately provide to Customer all of Customer’s data in BMGG Consulting’s control or possession and residing within the Cloud Services. Any remaining Customer data shall be destroyed by BMGG Consulting either (i) five (5) days after the termination of the Cloud Services, or (ii) immediately upon Customer providing a written or electronic request to BMGG Consulting.

Third-Party Software Licensing: Customer’s usage of any third-party software installed in the BMGG Consulting cloud is expressly conditioned at all times on Customer accepting and adhering to the terms of any and all third-party license agreements applicable to such usage, regardless of whether that software has been acquired from BMGG Consulting. Without waiving or limiting BMGG Consulting’s rights under its agreements with Customer, in the event that BMGG Consulting determines, in its sole discretion and with or without the input of any third-party software publisher or its representative, that Customer is not complying with any such third-party license terms, BMGG Consulting (1) immediately may suspend or terminate Customer’s usage of such third-party software, (2) may invoice Customer for any and all charges for licensing or associated services or taxes arising from such prior non-compliance, regardless of whether BMGG Consulting has received any demand for such charges from the publisher of such software (or from such publisher’s representative), and/or (3) may begin invoicing Customer monthly for prospective charges for licensing or associated services or taxes arising from any such usage that BMGG Consulting allows to remain in its cloud environment, again, regardless of whether BMGG Consulting has received any demand for such charges from the publisher of such software (or from such publisher’s representative). The parties expressly agree that BMGG Consulting’s right to invoice for past charges as set forth in the immediately preceding sentence is not subject to provisions (if any) set forth elsewhere in the parties’ agreements that otherwise would operate to limit BMGG Consulting’s right to invoice for historical charges. Customer shall pay any and all charges so invoiced as provided in the MSA.Microsoft Licensing:NOT all customer-owned Microsoft software can legally be hosted in a public cloud environment like BMGG Consulting’s cloud. Customer is advised that, as with all other third-party software products, Customer is solely responsible for ensuring its own compliance with Microsoft’s licensing rules. Where applicable and required by those rules, Customer shall complete and return to BMGG Consulting a License Mobility Verification Form (or any substitute therefor subsequently introduced by Microsoft) in order to use Customer’s licenses in BMGG Consulting’s cloud.