SOFTWARE SUBSCRIPTION AGREEMENT

Last Updated: February 20, 2026

This agreement is between SUBSCRIBER and Multimedia Abacus Corporation DBA Cerenade (hereinafter “Cerenade”) for paid subscriptions to eimmigration or eCMS (hereinafter “SOFTWARE”). This agreement describes the services provided to SUBSCRIBER by Cerenade and obligations of both parties.

SOFTWARE is a web-based/cloud-based application, hosted by Cerenade. Currently, Microsoft Azure is Cerenade’s hosting facility. Cerenade may, at its discretion, change the hosting facility without notice.
SUBSCRIBER, and those authorized by SUBSCRIBER, must log into SOFTWARE to access it.
Cerenade offers SUBSCRIBER a subscription license to SOFTWARE, which means that SUBSCRIBER has access to SOFTWARE for as long as SUBSCRIBER remains a paid subscriber.
Cerenade will not sell nor transfer to SUBSCRIBER ownership to any parts of SOFTWARE.
All data in transit is encrypted via SSL/TLS and all data at rest is encrypted via Microsoft SQL TDE.
SUBSCRIBER's data will be backed up regularly utilizing a point-in-time restoration capability with a 7-day restoration window. Additionally, SUBSCRIBER’s data will be geo-replicated on-the-fly to a secondary Microsoft Azure Data Center within United States.
Cerenade will, at its discretion, update SOFTWARE and forms. SUBSCRIBER will be notified of updates and will be provided reasonable instructions to properly utilize updated SOFTWARE.
SOFTWARE transfers data from users’ devices on the client side to backend infrastructure and database securely over the internet via HTTPS.
Database files and backup database files remain the sole property of SUBSCRIBER and will be deemed the Confidential Information of SUBSCRIBER.
Upon SUBSCRIBER’s request, Cerenade will provide SUBSCRIBER with one complimentary copy of SUBSCRIBER's SQL Server database backup in BACPAC format. Subsequent requests will incur a fee, which is determined based on the size of the database:

5 GB or smaller: $100

6 GB to 10 GB: $300

11 GB to 20 GB: $500

21 GB or larger: $1,000

NOTE: Cerenade is unable to provide SUBSCRIBER with segments or selected records of SUBSCRIBER's SQL Server database.
Cerenade will use commercially reasonable efforts consistent with prevailing industry standards to make the Cerenade Service available at least 99.9% of the time as measured over the course of each calendar month during the Term, except for: (a) scheduled maintenance; (b) unplanned downtime or (c) any unavailability caused by circumstances beyond Cerenade’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems, Internet or other cloud service provider failures or delays, or denial of service attacks.
Cerenade will make reasonable effort, but not guarantee, that forms published by SOFTWARE are accurate, up-to-date and free of any bugs or errors.
Cerenade will make reasonable effort, but not guarantee, that SOFTWARE service is up-to-date and free of any programming bugs or errors.
Cerenade will not guarantee the speed by which SOFTWARE runs over the internet.
SUBSCRIBER understands that Cerenade charges a non-refundable fee for each database that is converted and imported to SOFTWARE and approved by SUBSCRIBER.
Cerenade will import SUBSCRIBER's Database files in accordance with a Conversion Chart that will be provided separately before the conversion.
System Requirements for SOFTWARE: Currently supported browsers and operating systems.
SUBSCRIBER agrees to pay the subscription fees stated on the quotation letter provided by Cerenade.
The subscription contract can be terminated by either party subject to "Termination" section of ''Terms and Conditions'' of this agreement.
Cerenade, at its discretion, may develop add-on modules for SOFTWARE that are priced and licensed separately.
As part of the subscription, Cerenade allocates a maximum number of GB of disk storage space to SUBSCRIBER for hosting of its data. The maximum number of GB is based on subscribed plan and number of users. Data includes, but is not limited to, database records, attachment files, logos and other files uploaded to SOFTWARE.
When SUBSCRIBER reaches its maximum disk storage space SUBSCRIBER may acquire additional disk storage for an additional fee at then current rate, or remove old records from SOFTWARE.
It is SUBSCRIBER's responsibility to keep all its SOFTWARE username and password safe and secure at all times.
Site setup will commence after receipt of the signed copy of the quotation letter provided by Cerenade to the SUBSCRIBER and will take three to five business days.

TERMS AND CONDITIONS

For the purposes of this Agreement "SUBSCRIBER" shall be defined to include SUBSCRIBER, its agents, its affiliates and any of its divisions. SUBSCRIBER desires to subscribe to Cerenade’s eimmigration or eCMS pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Cerenade and SUBSCRIBER agree as follows:

To the extent Cerenade Processes Personal Data on behalf of Customer/SUBSCRIBER in connection with the Services/SOFTWARE, the parties agree that the Cerenade Data Processing Addendum (“DPA”) forms part of this Agreement and is incorporated herein by reference. The DPA is available at https://www.cerenade.com/legal/data-processing-addendum or as otherwise made available by Cerenade.

Customer/SUBSCRIBER may purchase subscriptions to the Services/SOFTWARE pursuant to one or more written quotes or order forms executed by the parties (each, an “Order Form”). Each applicable Order Form is incorporated into this Agreement by reference and, together with this Agreement and the DPA, governs Customer’s use of Cerenade's SOFTWARE and services.

In the event of any conflict or inconsistency between the terms of an Order Form, this Agreement, and the DPA, the following order of precedence shall apply: (1) the Data Processing Addendum, solely with respect to the Processing of Personal Data; (2) this Agreement; and (3) the applicable Order Form.

SUBSCRIPTION - Cerenade hereby grants to SUBSCRIBER a non-exclusive, non-perpetual subscription license to use the SOFTWARE as set forth in this Agreement.

RESTRICTIONS - SUBSCRIBER shall not sublicense the SOFTWARE, modify the software or transfer or convey the SOFTWARE or any right in the SOFTWARE to anyone else without the prior written consent of Cerenade, which Cerenade shall have sole discretion to deny or provide.

WARRANTY OF TITLE - Cerenade hereby represents and warrants to SUBSCRIBER that Cerenade is the owner of the SOFTWARE or otherwise has the right to grant to SUBSCRIBER the rights set forth in this Agreement. In the event of any breach or threatened breach of the foregoing representation and warranty, SUBSCRIBER's sole remedy shall be to require Cerenade to refund to SUBSCRIBER the full amount of the license fee upon termination of subscription to SOFTWARE.

WARRANTY OF FUNCTIONALITY -

Cerenade warrants that the SOFTWARE shall perform in all material respects according to the Cerenade's specifications concerning the SOFTWARE when used with computer equipment capable of running the SOFTWARE. In the event of any breach or alleged breach of this warranty, SUBSCRIBER shall promptly notify Cerenade. SUBSCRIBER's sole remedy shall be that Cerenade shall correct the SOFTWARE so that it operates according to the warranty. This warranty shall not apply to the SOFTWARE if modified by anyone other than Cerenade or if used improperly or on an operating environment for which the SOFTWARE was not designed.
In the event of any defect in the forms, Cerenade shall provide SUBSCRIBER a revised copy of the forms.

WARRANTY DISCLAIMER - The warranties of Cerenade set forth in the above sections are exclusive and expressly in lieu of all other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. In no event shall Cerenade be liable to SUBSCRIBER for incidental, consequential or special damages including, without limitation, loss of data or profits, with a claim by reason of breach of warranty or based on contract, strict liability or otherwise, regardless of whether Cerenade has been advised of the risk of such damages in advance.

LIMITATION OF LIABILITY -

Neither party shall be liable to the other for any indirect, incidental, special or other consequential damages, whether based on lost revenue or otherwise, regardless of whether or not as a consequence of the negligence of a party or whether or not either party was advised of the possibility of such losses in advance. In no event shall Cerenade's liability hereunder exceed the amount of the subscription fees paid for a twelve-month period by the SUBSCRIBER to Cerenade hereunder, regardless of whether a claim is based on contract, tort, strict liability, product liability or otherwise.

INDEMNIFICATION -

Cerenade shall, at its own expense, defend, hold harmless, and indemnify SUBSCRIBER in any suit that may be instituted against SUBSCRIBER or any end user customer of SUBSCRIBER for any alleged infringement of any patent, trademark or copyright related to the SOFTWARE as provided by Cerenade hereunder, provided that:
1. Such alleged infringement consists only of the use of SOFTWARE in accordance with this Agreement, and does not arise solely from modification or alteration or combination with other works.
2. SUBSCRIBER gives Cerenade notice in writing of any such suit within 10 days of SUBSCRIBER's notice of such suit and permits Cerenade, with counsel of its choice, to defend such suits.
3. SUBSCRIBER provides Cerenade with all of the necessary information, assistance and authority, to assist Cerenade to defend such suit.
4. Cerenade's indemnity shall not apply with respect to any claim arising out of or based upon any modification or alteration of the SOFTWARE except those created by or for Cerenade.
If either party is sued in any court for damages by reason of a breach of this Agreement, the party sued shall defend said action (or cause same to be defended) at its own expense and shall pay and discharge any judgment that may be rendered in any such action. If such party fails or neglects to so defend in said action, the other party sued may defend the same and any expenses, including reasonable attorneys' fee, which it may pay or incur in defending said action and the amount of any judgment which it may be required to pay shall be promptly reimbursed upon demand.

Nothing herein is intended to, nor shall it relieve either party from liability for its own act, omission, or negligence.

TERMINATION -

SUBSCRIBER has the right not to renew subscription to SOFTWARE and to terminate this contract at any time. Such termination will be evidenced by giving thirty (30) days written notice. SUBSCRIBER is not entitled to any refund for any money paid to Cerenade or for any unused portion of the subscription fee paid to Cerenade.
Any and all data that SUBSCRIBER has entered into the database tables of SOFTWARE remain the property of SUBSCRIBER. SUBSCRIBER can request, in writing, for a copy of this data and for the removal of it from Cerenade servers. Cerenade, upon receipt of such written request, shall comply within a reasonable amount of time.
In the event any undisputed overdue amount owed by SUBSCRIBER is not paid, Cerenade has the right to terminate this contract by written notice. Such termination will be evidenced by giving thirty (30) days written notice stating the extent and effective date. SUBSCRIBER is not entitled to any refund for any money paid to Cerenade or for any unused portion of the subscription fee paid to Cerenade. Any and all data that SUBSCRIBER has entered into the database tables of SOFTWARE remain the property of SUBSCRIBER.

CONFIDENTIALITY - In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party relating to software computer programs, object code, source code, marketing plans, business plans, financial information, specifications, flow charts, SUBSCRIBER forms and content, and other data ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information or any part thereof to any third party, except consultants and contract employees in the course of performing services for SUBSCRIBER and are under an obligation to not disclose such Confidential Information. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; or (iii) is independently developed by the receiving party.

VENUE AND JURISDICTION - The parties hereto each agree and consent that the Los Angeles Superior Court has personal jurisdiction over each party and has subject matter jurisdiction over any matter arising out of the relationship of the parties hereto. Each party hereby expressly waives any objections to personal jurisdiction and/or subject matter jurisdiction being asserted by the Los Angeles Superior Court for any matter arising out of the relationship of the parties hereto. Each party also agrees and consents that the Los Angeles Superior Court, Central Judicial District, is the proper venue for any matter arising out of the relationship of the parties hereto, and hereby waives any venue objections.