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MILLER 1MENDEL, INC. 4.3.4 Either Party may terminate this Agreement with cause upon thirty (30) days written notice to the other Party in the event the other Party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors; (e) files a voluntary bankruptcy petition; (d) acquiesces to any involuntary bankruptcy petition; (e) is adjudicated bankrupt; (f) ceases to do business; (g) or other reason amounting to any violation of law connected to the use of the eSOPH System. 4.3.5 Without limiting the Parties respective rights in Sections 4.3.3 and 4.3.4 above, either Party may terminate this Agreement with cause in the event that the other Party breaches this Agreement and the breaching Party does not cure such breach within thirty (30) days after receiving written notice from the non - breaching Party. If either Party gives notice to the other for substantially the same breach three (3) times during a twelve (12) month period, the non -breaching Party may terminate this Agreement immediately with cause upon receipt of the third notice by the breaching Party. 4.3.6 A Party's termination of this Agreement under this Section 4.3 does not limit either Party from seeking other appropriate legal remedy for any breach. 4.4 Effect of Termination. In the event of termination hereunder, MMI will not issue any refunds to Client for payments made pursuant to Section 3 of this Agreement, and Client is responsible for paying in full all undisputed invoices upon termination. Client may continue to access the information for previously entered Applicants in the eSOPH System for a period of thirty (30) calendar days. MMI reserves the right to charge for data storage fees for storage of Client's Data after termination, provided Client requests MMI retain the data on the eSOPH System. The amount billed for data storage shall be consistent with the amount(s) listed in Exhibit A. If Client does not pay any such data storage fee(s) within thirty (30) days after each due date set by MMI, MMI may, at MMI's sole discretion, permanently delete Client's Data, revoke Client's access to the eSOPH System, or both. Except as set forth in Section 4.3.2(b) above in the event MMI terminates without cause, Client shall have no right to a refund upon termination. Upon termination, MMI will not issue any refunds to Client for payments made pursuant to Section 3 of this Agreement, unless the reason for termination is an independent, sole act of MMI and also without cause. 4.5 Survival. Where the context, nature, or express terms of any provision indicates intent that it shall survive termination or expiration of this Agreement, then it shall survive the same, including without limitation Sections 1, 2.4, 2.5, 3-7, and 10-12. 5. DATA ACCESS, CONFIDENTIALITY AND SECURITY 5.1 Authorized User Access Only. Client is responsible for all use of its Authorized Users accounts on the eSOPH System. Client shall ensure that its Authorized User(s) properly control and limit access to the eSOPH System to Client's appropriate Authorized Users, and that Client's Authorized Users properly protect their logins, passwords and all other login credentials to prevent unauthorized access and misuse of Client Data, Applicant Data and any other information that may be accessed through the eSOPH System. Client is responsible for its own policy regarding Authorized Users changing their passwords, minimum password complexity requirements beyond what is required by the eSOPH System, and which computer terminals may be used to access the eSOPH System by its Authorized Users, including any unattended devices or computers logged into the eSOPH System. Client shall ensure any previous Authorized User who no longer has a valid purpose to access the eSOPH System will have their eSOPH System login credentials disabled within the eSOPH System, without delay. Former Authorized Users who separate from their relationship with Client shall have their login credentials immediately disabled, without delay, by Client. Client will ensure that each Authorized User has unique login credentials; an Authorized User may not share or disclose its login credentials to any other person, even if such other person is also an Authorized User. 5.2 Two -Factor Authentication. Client acknowledges the eSOPH System offers optional two -factor authentication using Google Authenticator. This service is automatically available to those Clients who desire a two -factor frontend login process. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 6 OF 20 Version: April 12, 2017