USER LICENSE AGREEMENT

The following “User License Agreement” governs your use of the software and services provided by KATER 2, LLC (and its subsidiaries) (“Kater2”). This is a legal agreement between you and Kater2 and incorporates the Privacy Policy at kater2.com/privacy.html and the attached Exhibits. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License Agreement.

1 Definitions.

1.1 “Agreement” shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at kater2.com/privacy.html.

1.2 “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.

1.3 “Confidential Information” shall mean the Content (as defined in Section 1.4 below) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.

1.4 “Content” shall mean any information you upload or post to the Service and any information provided by you to Developer in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1.6.

1.5 “Primary Subscriber” shall mean the Subscriber who initiated the Services offered by Developer and is assumed by Developer to have the sole authority to administer the subscription.

1.6 “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.

1.7 “Service” shall mean any web-based software or services provided by Developer, including but not limited to Kater2.

1.8 “Subscriber” shall refer to the purchaser of the Services provided by Developer and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

1.9“Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) Developer’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third-party access to the Service.

2. Limited License & Use of the Service.

2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.

2.2 Developer does not review or pre-screen the Content and Developer claims no intellectual property rights with respect to the Content.

2.3 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from Developer.

2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Developer, or any other software or service provided by Developer.

2.5 Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.

2.6 Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

2.7 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with Developer.

2.8 Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered User. Developer reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.

2.9 Developer reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Developer shall provide Subscriber with 30-day’s notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

2.10 Developer reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two (2) business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by Developer. Further, Developer shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Developer will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.

2.11 Developer stores all Content on redundant storage servers. The Subscriber may elect to, at a regular interval, replicate all Content associated with the subscription to a third-party storage service (“Escrow Agent”). The replicated Content (“Escrowed Data”) will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent (“Escrow Agreement”). The Subscriber may also elect to replicate all Content associated with the subscription on its own storage device.

2.12 Subscriber grants to Developer a non-exclusive, royalty-free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing Developer’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Developer to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 8.1.

3. Title to The Program; Intellectual Property Rights.

3.1At all times, Developer shall have title to the Service and all portions of the Service, all materials related to the Service, all enhancements, modifications, and new versions of the Service, and all copies of the Service or any portions of the Service, whether made by Developer or Licensee. Developer’s title shall include, but not be limited to, all copyright, trademark, other intellectual property rights, or other rights in the Service.

4. Access to the Service.

4.1 Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.

4.2 Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

4.3 The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.

4.4 Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.

4.5 As between Developer and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 15 below, Developer shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.

4.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

4.7 Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) subject to the following conditions:

(a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service;

(b) Developer shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Developer has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;

(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Developer, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and

(d) Developer reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.

5.No Transfer. Subscriber understands that Subscriber has no ownership rights in the Service (and any updates to, changes to, or new versions of the Service) and thus, cannot sell, license, sublicense, or otherwise transfer rights in the Service, or any portion of the Service. Subscriber agrees that it will not sell, license, sublicense, lease, assign, transfer, pledge, or otherwise dispose of or encumber the Service or any portion of the Service.

6.No Use For Others. Subscriber agrees that Subscriber will not use the Service, or any portion of the Service, for the benefit of entities other than Subscriber, regardless of whether such other entities may or may not be potential licensees of the Software, and regardless of whether Subscriber is or is not to be compensated for this use.

7. No Licensee Modifications. Subscriber cannot modify the Service or any portions of the Service. Nevertheless, any modifications done to the Service or any portions of the Service are done for Developer as “works for hire,” as defined by the Copyright Laws of the United States. Subscriber understands that all rights in those modifications shall belong to Developer.

8. Confidentiality.

8.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

8.2 Developer and any third-party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 10 of this Agreement, or (c) as otherwise authorized by you in writing.

9. Security and Access.

9.1 Developer is responsible for providing a secure method of authentication and accessing its Service. Developer will provide mechanisms that:

(a) allow for user password management;

(b) transmit passwords in a secure format; and

(c) protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.

9.2 Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.

9.3 Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify Developer upon suspicion that a username and password has been lost, stolen, compromised, or misused.

9.4 At all times, Developer, and any third-party vendors and hosting partners it utilizes to provide the Service, will:

(a) use information security best practices for transmitting and storing your Content, adhering to industry standards;

(b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and

(c) ensure its host facilities maintain industry standards for security and privacy.

9.5 Developer shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Developer reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). Developer shall make such report within Seventy-Two (72) hours after learning of the Security Breach.

9.5 In the event of a Security Breach, Developer shall

(a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content;

(b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach;

(c) assist and cooperate with Subscriber in any litigation or investigation against third-parties that Subscriber undertake to protect the security and integrity of Content; and

(d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.

10. Legal Compliance.

10.1 Developer maintains that its primary duty is to protect the Content to the extent the law allows. Developer reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

10.2 If Developer is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Developer will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Developer may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

10.3 Developer will only accept legal requests for production of Content or other Confidential Information through the following procedures:

(a) Service of Process. Developer accepts service of process by mail or courier at the physical address set forth below. Any notices that you provide without compliance with this section shall have no legal effect. No employee or office location other than listed below is authorized to accept service of process on behalf of Developer.

Kater 2, LLC
Attn: Legal Department
160 S White Horse Pike
Berlin, NJ 08009

(b) Developer does not accept service of process via email or electronic communications.

(c) Subscriber Notice. Developer is contractually required to notify Subscribers of requests for their information from third parties, unless prohibited by law from doing so. Developer will provide Subscriber with prompt written notice prior to any disclosure requests so that the Subscriber may seek a protective order or other appropriate relief.

(d) Costs.

i. Developer may seek reimbursement for costs associated with responding to requests for information as provided by law. Such fees will be calculated based upon the nature and volume of the data requested, and any burdensome requirements imposed by the request. Labor costs and legal fees may be included in costs requiring reimbursement.

ii. Where permitted by law, Developer may require a signed agreement with the third-party requesting Subscriber information outlining the nature of costs being incurred and a commitment to reimburse Developer prior to producing requested information.

11. License Fees. As full consideration for the license granted hereunder, Subscriber shall pay to Developer a license fee as set forth as set out in the pricing schedule of https://kater2.com (“License Fee”).

11.1 Subscriber will be charged in advance of the payment period until the membership is canceled or terminated (for cancellation and termination details see Section 15 below). Details of charges are shown within the sign-up process and are set out in the pricing schedule of https://kater2.com Charges are expressed in US Dollars. Your membership period begins on the date on which you register for the Services and finishes on the day before that calendar date the following period.

11.2 The initial subscription term ("Initial Term") for the use of the Service shall be a minimum period of three (3) months from the commencement date of the subscription. During this Initial Term, the Subscriber shall have access to all features and benefits of the Service as outlined in this Agreement.

11.2.1 Upon expiration of the Initial Term, the subscription shall automatically continue on a month-to-month basis unless either party provides written notice of termination at least thirty (30) days prior to the end of the Initial Term or any subsequent month.

11.2.2 The Subscriber acknowledges and agrees that the Initial Term is a minimum commitment and that fees for the Initial Term are non- refundable, regardless of the Subscriber's actual usage of the Service during that period.

11.2.3 In the event that the Subscriber chooses to terminate the subscription prior to the completion of the Initial Term, the Subscriber shall remain liable for the payment of all fees applicable for the remainder of the Initial Term.

11.2.4 By agreeing to this license agreement and subscribing to the Service, the Subscriber acknowledges their understanding of and consent to the terms of the Initial Subscription Term as described herein.

11.3 Subscribers with paid subscriptions will provide Developer with a valid method for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes which Subscribers agree to pay based on where the Subscriber is located. Invoices will include (i) subscription fees and (ii) all applicable sales taxes, as amended from time to time, for the jurisdiction in which the Subscriber is located. In the event of updated tax rates, Developer will apply the new tax rate without notice to the Subscriber. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

11.4 Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period, will not be charged.

11.4.1 Monthly Subscribers will be charged for the Initial Term in advance and thereafter on a monthly basis each thirty (30) days.

11.4.2 Annual Subscribers will be charged annually on the anniversary date of the initial subscription charge.

11.4.3 All charges are final and non-refundable, including payments made by Annual Subscribers, setup fees, and other professional services charges.

11.5 No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.

11.6 There are no charges for canceling a subscription and paying subscriptions canceled prior to the end of their current billing cycle will not be charged again in the following cycle.

11.7 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades, and including the addition or removal of discounts included for the purchase of suite services. Subscription upgrades will trigger prorated charges in the current billing cycle. Subscriber authorizes Developer to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

11.8 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.

11.9 Subscriber is responsible for paying all taxes associated with the subscription to the Service. If Developer has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides Developer with a valid tax exemption certificate authorized by the appropriate taxing authority.

11.10 Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Developer receives an amount equal to the sum it would have received had no such deduction or withholding been made.

11.11 Subscriber may change the price tier at any time, at its discretion, in accordance with the pricing schedule set forth in https://kater2.com. Any reduction in the applicable membership price (for example, where you downgrade to a lower tier) will take effect in your next membership payment period following notification. Any increase in the applicable membership price (for example, where you upgrade your tier) will take effect from the date of notification (so that a pro-rata payment shall be made for the remainder of the current payment period, with the full payment to be made from the beginning of the following plan period).

12. Training. Developer shall not supply training to Subscriber under this Agreement. However, Subscriber and Developer may enter into a separate agreement regarding training.

13.Maintenance And Support.

13.1 Developer shall provide to Subscriber up to four (4) hours of non-toll-free, telephone support regarding the operation of the Service (“Included Support”). Subscriber must use the Included Support during the thirty (30) day period commencing with the date Subscriber initially purchases the Service. Subscriber shall forfeit all Included Support not used within that period.

13.2 Technical support is available to Authorized Users with active subscriptions and is available via email or electronic support ticket with a target response time of two (2) business days. Developer will process requests during the Developer’s regular hours of operation (9:00 AM – 5:00 PM Eastern Standard Time Monday through Friday, excluding holidays) and in accordance with the target initial response time. Any Requests received outside of the Hours of Operation will be logged and processed during the next Business Day.

14. Managed Backup and Archiving. Developer’s managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Developer shall ensure recovery of lost or corrupted Content at no cost to you. Following any cancellation or termination of Service for any reason, Subscriber shall have ninety (90) days to retrieve any and all Content.

15.Cancellation and Termination.

15.1 The responsibility for canceling subscriptions rests exclusively with Administrators. To ensure security, cancellation requests must be initiated through email by contacting support@kater2.com. Administrators may be guided to engage with support via telephone to finalize the cancellation process. No other methods of cancellation will be acknowledged or accepted. Cancellation of the Service is not effective until confirmed by Developer.

15.2 Developer, in its sole discretion, has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.

15.3 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) Developer provides Subscriber with commercially reasonable notice of this violation; (iii) Developer uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to Developer’s reasonable satisfaction within thirty (30) days of such notice, then Developer reserves the right to suspend access to the Service.

15.4 As required by Section 14 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service.

16.Limited Warranty And Remedy; Disclaimer Of Warranty.

16.1 Developer warrants that Developer is the sole owner of the Software and has the legal right to grant the License.

16.2 The Service is licensed “AS IS” and without warranties as to performance or merchantability. THE SOFTWARE IS LICENSED WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE OFFERED.

17.Limitation Of Liability.

17.1 Except in the case of a violation by Developer of its obligations under Section 8 above (“Confidentiality”), Section 9 above (“Security and Access”), and Section 14 above (“Managed Backup and Archiving”), and except as provided in Section 17.2 below (“Indemnification”), Developer shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by Developer.

17.2 SUBSCRIBER AGREES THAT THE LIABILITY OF DEVELOPER ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX (6) MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT DEVELOPER IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 19. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY DEVELOPER TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

17.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.

17.4 Developer shall not be liable for any damage to Subscriber resulting from the use or misuse of the Program by Subscriber. Developer shall not be liable for any special, indirect, or consequential damages resulting from the nonperformance or delay in performance of any terms and conditions of this Agreement or from the use or misuse of the Program delivered hereunder, including, but not limited to, lost profits or revenues, loss of the use of equipment, cost of capital, cost of substitute equipment, facilities, or services, and down-time costs.

17.5 Developer shall not be liable for any damage to Subscriber resulting from the functioning or malfunctioning of the hardware or any other items supplied by Subscriber.

18.Disclaimer of Warranties

18.1 DEVELOPER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD- PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY DEVELOPER. NOTHING IN THIS SECTION 18.1 SHALL MODIFY DEVELOPER’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 19.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).

18.2 Developer makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber’s computer and/or other equipment, or that these Services will be secure or error free. Nor does Developer make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 18.2 shall modify Developer’s obligations under Section 8 above (“Confidentiality”) or Section 9 above (“Security and Access”) or Developer’s obligation to indemnify you as required by Section 19.2(b) of this Agreement (“Indemnification”).

18.3 Developer hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.

19.Indemnification.

19.1 Subscriber hereby agrees to indemnify and hold harmless Developer from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:

(a) Authorized Users’ breach of any obligation stated in this Agreement, and

(b) Authorized Users’ negligent acts or omissions.

Developer will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Developer. Developer reserves the right to participate in the defense of the claim, suit, or proceeding, at Developer’s expense, with counsel of Developer’s choosing.

19.2 Developer shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party:

(a) alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that Subscriber:

i. promptly gives written notice of the Claim to Developer (provided, however, that the failure to so notify shall not relieve Developer of its indemnification obligations unless Developer can show that it was materially prejudiced by such delay and then only to the extent of such prejudice)

ii. gives Developer sole control of the defense and settlement of the Claim (provided that Developer may not settle any Claim unless it unconditionally releases Subscriber of all liability); and

iii. provides to Developer, at Developer’s cost, all reasonable assistance. Developer shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by Developer to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use

(b) arising out of or related to a violation by Developer of its obligations under Section 8 above (“Confidentiality”) or Section 9 above (“Security and Access”)

20.General.

20.1 This Agreement shall be effective when executed by both Developer and Subscriber. The terms of this Agreement shall remain in full force and effect both during the period of the Service and after termination of the Service for any reason whatsoever, where provided for in this Agreement.

20.2 Subscriber acknowledges and agrees that Developer may use third party vendors and hosting partners to provide the necessary hardware, networking, storage, and related technology required to run the Service.

20.3 The Services may allow you to access or use or integrate with third party providers of products and services (“Third-Party Services”). Such Third-Party Services are not “Services” under this Agreement and are not subject to any terms related to Services, including related warranties, indemnities, service commitments or other obligations. The availability of any Third-Party Services through the Services does not imply Developer’s endorsement of or affiliation with the provider. Access to and use of any Third-Party Services are subject to the separate terms and conditions required by the providers of the Third-Party Services. Developer does not control the Third-Party Services and will have no liability to Subscriber in connection with any Third-Party Service. Developer has no obligation to monitor or maintain any Third-Party Service and may replace, disable or restrict access to any Third-Party Service or cancel related integrations at any time, without notice. The calculation of downtime does not include the unavailability of any integration to a Third-Party Service. BY USING OR ENABLING ANY THIRD-PARTY SERVICE, SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD-PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND DEVELOPER DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE.

20.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Developer liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Developer, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. Developer will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. Developer’s actions will comply with its obligations under Sections 8 and 9 of this Agreement.

20.5 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

20.6 This Agreement constitutes the entire agreement between Authorized Users and Developer and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and Developer (including, but not limited to, any prior versions of this agreement).

20.7 Developer reserves the right to amend this Agreement. In the event of material changes to the Agreement, Developer will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.

20.8 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

20.9 If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

20.10 This Agreement shall be construed according to the laws of the State of New Jersey for agreements that are wholly performed within the State of New Jersey.

20.11 All legal actions or arbitrations commenced under this Agreement shall be brought within the State of New Jersey. Both parties agree to accept service pursuant to New Jersey law and not to contest personal jurisdiction or venue over them of courts located in the State of New Jersey.

20.12 Each and all of the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors in interest.

20.13 Subscriber may not assign its rights or delegate its duties hereunder, except with Developer’s prior written consent.

20.14 Subscriber understands and agrees that because of the unique nature of the Service, and the subject matter of this Agreement, Developer will suffer irreparable harm in the event that Subscriber breaches this Agreement and that monetary damages will be inadequate to compensate Developer for such breach. Accordingly, Subscriber agrees that Developer has, in addition to any other legal or equitable remedies available to Developer, the right to (a) immediate injunctive relief in case of any breach or threatened breach of this Agreement and (b) reimbursement by Subscriber of incurred costs including, but not limited to, attorney fees.

20.15 All notices hereunder shall be deemed to have been given when delivered by hand or when mailed by certified mail, return receipt requested, to the parties at the addresses specified herein or at such other addresses as the parties may specify to one another in writing.

20.16 The terms of the Uniform Commercial Code, Chapter 12A of the Laws of New Jersey, shall apply to this Agreement as if the subject matter of this Agreement was entirely the sale of goods, as defined by that Chapter.

20.17 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof. This paragraph, however, will not preclude the entry of injunctions or other equitable remedies as provided in this Agreement.

20.18 By registering and using the Service, Licensee is accepting to be bound to the terms of this User License Agreement.