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EXHIBIT 1
<br /> Insight -
<br /> PI19i3C SE[TOR
<br /> 5. Term/Termination
<br /> 5.1. Term. The term of this Agreement will commence on the Effective Date and will remain in
<br /> effect until terminated by you or Insight in accordance with Section 5.2.
<br /> 5.2. Termination. (a) Termination for Convenience. You may terminate this Agreement for any
<br /> reason by: (i) providing Insight notice and (ii) closing your account for all Services for which
<br /> Insight provides an account closing mechanism. Insight may terminate this Agreement for
<br /> any reason by providing you 30 days advance notice. (b) Termination for Cause. (i) By Either
<br /> Party. Either party may terminate this Agreement for cause upon 30 days advance notice to
<br /> the other party if there is any material default or breach of this Agreement by the other
<br /> party, unless the defaulting party has cured the material default or breach within the 30 day
<br /> notice period. (ii) By Insight. Insight may also terminate this Agreement immediately upon
<br /> notice to you (A) for cause, if any act or omission by you results in a suspension of your
<br /> account by AWS, or (B) if AWS terminates or no longer provides the Service Offerings under
<br /> this Agreement for any reason.
<br /> 5.3. Effect of Termination. (a) Generally. Upon any termination of this Agreement: (i) all your
<br /> rights under this Agreement immediately terminate; (ii) you remain responsible for all fees
<br /> and charges you have incurred through the date of termination, including fees and charges
<br /> for in-process tasks completed after the date of termination; and (iii) you will immediately
<br /> return or, if instructed by Insight, destroy all AWS Content in your possession. (b) Post-
<br /> Termination Assistance. Unless Insight terminates your use of the Service Offerings pursuant
<br /> to Section 5.2(b), during the 30 days following termination: (i) AWS will not erase any of
<br /> Your Content as a result of the termination; (ii) you may retrieve Your Content from the
<br /> Service Offerings only if you have paid any charges for any post-termination use of the
<br /> Service Offerings and all other amounts due; and (iii) AWS will provide you with the same
<br /> post- termination data retrieval assistance that is generally made available to all customers.
<br /> 6. Indemnification
<br /> You will defend, indemnify, and hold harmless Insight, its affiliates, licensors, and each of its
<br /> respective employees, officers, directors, and representatives from and against any claims, damages,
<br /> losses, liabilities, costs, and expenses (including reasonable attorneys'fees) arising out of or relating
<br /> to any third party claim concerning: (a) your use of the Service Offerings; (b) your breach of this
<br /> Agreement or violation of applicable law; or (c) your Content or the combination of your Content with
<br /> other applications, Content or processes, including any claim involving alleged infringement or
<br /> misappropriation of third-party rights by your Content or by the use, development, design, production,
<br /> advertising or marketing of your Content.
<br /> 7. Limitation of Liability
<br /> INSIGHT WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
<br /> CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, GOODWILL,
<br /> USE OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br /> FURTHER, NEITHER WILL INSIGHT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR
<br /> DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICE OFFERINGS,
<br /> INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR
<br /> USE OF OR ACCESS TO THE SERVICE OFFERINGS; (II) DISCONTINUATION OF THE SERVICE
<br /> OFFERINGS; OR (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED
<br /> OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE OFFERINGS FOR ANY
<br /> REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER
<br /> INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY
<br /> INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT
<br /> OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS
<br /> TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY
<br /> OF YOUR CONTENT OR OTHER DATA. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE
<br /> LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE
<br /> OFFERING THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
<br /> Rev. 06/21Q Page 3 of 7
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