KEYNOTE SYSTEMS SUBSCRIPTION AGREEMENT – ACCEPTANCE OF TERMS

THIS KEYNOTE SYSTEMS SUBSCRIPTION AGREEMENT ("AGREEMENT") IS A LEGAL AND NONEXCLUSIVE AGREEMENT. KEYNOTE SYSTEMS, INC. ("KEYNOTE") IS WILLING TO PROVIDE THE SERVICES SELECTED BY CUSTOMER THROUGH KEYNOTE'S WEBSITE AND/OR AS INDICATED IN WRITTEN ORDERS BETWEEN THE PARTIES (EITHER OF WHICH ARE REFERRED TO AS AN "ORDER") AND THE NETWORK PERFORMANCE MEASUREMENT DATA ASSOCIATED THEREWITH ("DATA"), ONLY TO PARTIES THAT ACCEPT ALL THE TERMS OF THIS AGREEMENT (COLLECTIVELY, THE SERVICES AND DATA ARE REFERRED TO HEREIN AS THE "KEYNOTE SERVICES"). BY USING THE KEYNOTE SERVICES, CUSTOMER IS AGREEING TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ANY CHANGES TO THIS AGREEMENT THAT KEYNOTE MAY PUBLISH FROM TIME TO TIME.

1. KEYNOTE SERVICES; DATA.

1.1 Keynote shall use its diligent and reasonable efforts to provide the Keynote Services requested by Customer in orders hereto. Keynote hereby grants Customer a non-exclusive license to use the Keynote Services as set forth in this Agreement.

1.2 The Keynote Services will be provided during the subscription term set forth in the applicable order. Except as set forth in an order, orders are not eligible for cancellation or reduction during the subscription term. Written notification to cancel and/or reduce an order must be received by Keynote thirty (30) days prior to the effective date of such cancellation or reduction AND must be emailed to coord@keynote.com. Verbal cancellations and reductions or written notification to locations other than the email address listed above will result in continued charges for which the Customer will be held responsible.

1.3 Keynote shall archive Data for six (6) weeks from the date of measurement. Customer may download and store Data on Customer's computer equipment, and make copies of such Data, for its own internal use. Subject to the terms and conditions of this Agreement, Customer may publish and disseminate Data, and/or summaries of the Data, to select third parties solely to verify service levels provided that Keynote is prominently and clearly attributed as the source of the Data or information on which such summaries are based. Keynote can only control Keynote's servers and therefore Keynote cannot guarantee delivery of all Data requested by Customer.

2. OWNERSHIP. Keynote retains all right, title and interest in and to the Keynote Services, as well as all intellectual property rights, including, without limitation, all copyright, trademarks, moral and related rights.

3. BILLING AND PAYMENT TERMS; LIST PRICE. Except as otherwise set forth in an order, Customer and Keynote agree as follows:

3.1 Orders with prepayment terms will be invoiced upon execution and are due upon receipt of Keynote's invoice. Delinquent payments will result in the loss of any prepay discounts. Prepaid orders will convert to a month-to-month invoice cycle upon expiration of the initial order subscription term.

3.2 Orders with monthly invoicing terms will be invoiced at the beginning of each month and invoices are due net thirty (30) days from receipt of Keynote's invoice.

3.3 Failure to pay within terms will result in a charge of 1.5% per month (18% per year) finance charge or the highest amount permissible by law, whichever is less, and are subject to collection. All costs and/or fees incurred to collect past due balances will be the responsibility of Customer. Keynote reserves the right to block and/or cancel service to Customers with overdue accounts.

3.4 Keynote's List Price shall mean the then-current (i.e., at the time of the event such as the issue of a relevant invoice to Customer) list price for a Keynote Service. Except as set forth in an order, Keynote reserves the right to modify or change the List Price of any Keynote Service upon thirty (30) days written notice to Customer.

4. OBLIGATIONS OF CUSTOMER

4.1 Except as expressly set forth herein, Customer may not copy, sublicense, rent, lease, barter, resell, or otherwise distribute the Keynote Services to any third party entity or individual.

4.2 Except for the intended purpose of the Keynote Services as provided on Keynote's website or other applicable reference material from Keynote, Customer agrees not to use, copy, modify, create a derivative work, or access any tool provided by Keynote and is explicitly prohibited from running automated scripts against Keynote's systems, except for bulk data delivery services. Any violation of this provision may result in additional charges and/or cancellation of Customer's rights to receive Keynote Services, at Keynote's sole discretion.

4.3 Customer grants Keynote the right during an orders' subscription term to include Customer's name in Keynote's marketing materials published through any medium including press releases and case studies issued by Keynote regarding Customer's use of the Keynote Services. The contents of any press release or case study containing reference to Customer will be reviewed and approved in writing by both parties prior to issuance.

5. SUPPORT PROVIDED BY KEYNOTE. Support provided by Keynote to Customer for the Keynote Services shall consist of reasonable telephone support from 7:00 a.m. to 7:00 p.m., Monday through Friday, Central US Time, excluding applicable holidays and from the United Kingdom (Euro Support), 8:00 a.m. to 5:00 p.m. GMT, Monday through Friday, excluding applicable holidays, in accordance with Keynote's then-current policies for such support.

6. TERM AND TERMINATION

6.1 This Agreement is effective when accepted by Customer and shall continue for as long as Customer uses the Keynote Services according to the terms and conditions of this Agreement. Either party may terminate this Agreement immediately upon written notice to the other party in the event the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice describing such breach.

6.2 Upon termination of this Agreement for any reason, the rights granted to Customer in Section 1 shall end and Customer shall immediately cease using the Keynote Services. Sections 2, 3, 4, 6, 7, 8 and 9 shall survive any termination of this Agreement.

7. WARRANTY; INDEMNIFICATION

7.1 Keynote warrants that during the term of this Agreement, Keynote shall perform the Keynote Services in a diligent manner and in accordance with industry standards.

7.2 EXCEPT FOR THE FOREGOING WARRANTIES IN SECTION 7.1, THE KEYNOTE SERVICES ARE PROVIDED 'AS IS' AND KEYNOTE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KEYNOTE NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE KEYNOTE SERVICES OR ANY OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF THE DELIVERY, INSTALLATION, SUPPORT OR USE OF THE KEYNOTE SERVICES OR INFORMATION. KEYNOTE DOES NOT WARRANT THE RESULTS OF ANY KEYNOTE SERVICE OR THAT ANY ERRORS IN THE KEYNOTE SERVICES WILL BE CORRECTED. KEYNOTE CANNOT GUARANTEE AND DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM THE KEYNOTE SERVICES DELIVERED TO CUSTOMER OR THAT THE KEYNOTE SERVICES ARE TRANSMITTED TO CUSTOMER WITHOUT INTERRUPTION OR DELAY.

7.3 Keynote agrees to indemnify, defend and hold harmless Customer from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys' fees, arising out of any claim, suit, action or proceeding brought by a third party against Customer that the Keynote Services infringe, misappropriate, or violate any intellectual property rights of any third party.

7.4 Customer agrees to indemnify, defend and hold harmless Keynote from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys' fees, arising from Customer's misuse, summarization, or dissemination of any Data, not in accordance with the terms of this Agreement or any order.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL KEYNOTE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, THE COSTS OF PROCURING SUBSTITUTE SERVICES OR FOR ANY LOSS OF PROFITS OR DATA, OR FOR ANY PUNITIVE DAMAGES, OR OTHERWISE, NOTWITHSTANDING ANY FAILURE OF THE KEYNOTE SERVICES TO BE RENDERED HEREUNDER, EVEN IF KEYNOTE AND/OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE CONSEQUENCES OF LATE DELIVERY, UNAVAILABILITY, OR NON PERFORMANCE, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY. IN NO EVENT WILL KEYNOTE'S MAXIMUM LIABILITY UNDER THIS AGREEMENT AT ANY TIME EXCEED THE AMOUNTS PAID TO KEYNOTE UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) CALENDAR MONTHS.

9. GENERAL

9.1 This Agreement is not transferable or assignable by Customer, in whole or in part, whether voluntarily or by merger, consolidation, or sale, or otherwise by operation of law without the prior written consent of Keynote which shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors, heirs and assigns.

9.2 Except as otherwise provided, any notice or other communication required or permitted under this Agreement shall be in writing and delivered in person, mailed or delivered by recognized courier service, properly addressed and stamped with the required postage, to the intended recipient at its address specified in this Agreement and shall be deemed effective upon receipt. Either party may from time to time change its address by giving the other party notice of the change in accordance with this Section.

9.3 The failure of either party to insist upon strict performance of any of the terms and conditions hereunder, or waiver by either party in the exercise of any of its remedies shall not constitute a subsequent waiver of such terms and conditions or a waiver of any default or remedy.

9.4 Neither party shall be liable to the other party for any alleged loss or damages resulting from delays in performance, except for the failure to pay money due, resulting from any cause beyond the reasonable control of or occurring without the fault of such party (including loss or damages resulting from the delay or failure to deliver Keynote Services).

9.5 This Agreement shall be governed by the laws of the state of Delaware, excluding its body of law relating to conflicts of law and excluding the application of the United Nations Convention on International Contracts for the Sale of Goods. In any legal action to enforce the terms of this Agreement, or arising out of an obligation to pay money subject to this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys' fees incurred.

9.6 In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This Agreement and any orders constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior proposals, negotiations, communications and agreements, whether oral or written, between the parties with respect to the subject matter hereof. In the event of a conflict between this Agreement and any other form or correspondence, the terms and conditions of this Agreement shall control. Any modifications to this Agreement must be in writing and signed by both parties.

9.7 The trademarks of Keynote Systems, Inc. in the United States and other countries include Keynote®, DataPulse®, CustomerScope®, Keynote CE Rankings®, Keynote Customer Experience Rankings®, Perspective®, Keynote Red Alert®, Keynote Traffic Perspective®, Keynote WebEffective®, The Internet Performance Authority®, MyKeynote® , SIGOS®, SITE®, keynote™ The Mobile & Internet Performance Authority™ and all other related trademarks, trade names, logos, characters, design and trade dress are trademarks or registered trademarks of Keynote Systems, Inc. in the United States and other countries and may not be used without written permission. All other trademarks are the property of their respective owners.

9.8 Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in DFARS 252.227-7013 (c)(1)(ii) and FAR 52.227-19, as applicable. Manufacturer is Keynote Systems, Inc., 777 Mariners Island Blvd., San Mateo, California 94404. Any contract notices should be sent to this address.

SSA Rev. 01-2011