Terms and Conditions

Simply Data Now - Data Integration Platforms, Products and Services

Effective Date - June 1, 2018

Last Modified Date - January 25, 2022

Please read these terms of service and Our Privacy Policy (together, these “Terms”) carefully

as they form a contract between You and Us Simply Data Now Inc. (SDN) and govern use of

and access to the Service(s) and Websites by You, Your Affiliates, Users and End-Customers.

In the event of a conflict between these terms of service and Our Privacy Policy, these terms

of service shall prevail.

By accessing or using the Service(s), Mobile Applications, Data Integration installable

Software, Data Integration SaaS (Software as a Service) or Websites, or authorizing or

permitting any User or End-Customer to access or use the Service(s), Mobile Applications or

Websites, You agree to be bound by these Terms. If You are entering into these Terms on

behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to

these Terms for that Entity and representing to Us that You have the authority to bind such

Entity and its Affiliates to these Terms, in which case the terms, “You,” “Your” or related

capitalized terms used herein shall refer to such Entity and its Affiliates. If You do not have

such authority, or if You do not agree with these Terms, You must not accept these Terms and

may not access or use the Service(s) or Websites.

1. YOUR RIGHTS

1.1. These Terms are applicable during Your free trial and during Your subscription to the

Service(s) for the features selected.

1.2. Using Our Service(s): Subject to Your compliance with the Terms and solely during

the Subscription Term, You have the limited, non-exclusive, and revocable right to

access and use the Service(s) for Your internal business purposes. You shall be

responsible for use of the Service(s) through Your Account by any third parties.

1.3. Using our APIs: Our APIs must be used according to the API Policies We implement

in this regard.

1.4. Using our Mobile Applications: Subject to Your compliance with the Terms and solely

during the Subscription Term, You have the limited, non-exclusive, non-transferrable,

and revocable right to download, install and use the Mobile Applications to access

and use the Service(s).

1.5. Using our Mobile Applications: It is Your responsibility to use the application in a safe

manner, only when stopped, and in full accordance with the Law.

1.6. Using our Data Integration Applications and Services: It is Your responsibility to

validate integrated data, monitor logs, research failures in logs and maintain an

operational knowledge of the status of all data integrations. SDN will not

automatically notify you of any failed integrations nor the reasons behind any failures.

2. YOUR RESPONSIBILITIES

2.1. Your Account: Each User shall be identified using unique login information such as

usernames and passwords (“User Login”) and such User Login shall be used only by

one individual. You are responsible for the confidentiality of Your Data and User

event, unless You notify Us of any unauthorized use or suspicious activity in Your

Account, You are responsible for all activities that occur under Your Account. Group

Companies will not be liable for any damage or loss that may result from Your failure

to protect Your login information, including Your password. Without limiting the

foregoing, You are solely responsible for ensuring that Your use of the Service(s) to

store and transmit Your Data is compliant with all applicable laws and regulations.

You also maintain all responsibility for determining whether the Service(s) or the

information generated thereby is accurate or sufficient for Your purposes.

2.2. YOUR USE OF THE SERVICE(S): YOU AGREE NOT TO:

a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share

or otherwise commercially exploit or make the Service(s) available to any third

party, other than Users and End-Customers in furtherance of Your internal

business purposes as expressly permitted by these Terms;

b) use the Service(s) to Process data on behalf of any third party other than Your

Users and End- Customers;

c) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain

unauthorized access to the Service(s) or related systems or networks;

d) falsely imply any sponsorship or association with Us;

e) use the Service(s) in any unlawful manner, including but not limited to violation of

any person’s privacy rights;

f) use the Service(s) to send unsolicited communications junk mail, spam, pyramid

schemes or other forms of duplicative or unsolicited messages;

g) use the Service(s) to store or transmit any content that infringes upon any

person’s intellectual property rights;

h) use the Service(s) in any manner that interferes with or disrupts the integrity or

performance of the Service(s) and its components;

i) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or

copy or otherwise access or discover the source code or underlying program of

any Software making up the Service(s);

j) use the Service(s) to knowingly post, transmit, upload, link to, send or store any

content that is unlawful, racist, hateful, abusive, libelous, obscene, or

discriminatory;

k) use the Service(s) to store or transmit any “protected health information” as that

term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in

writing by Us;

l) use the Service(s) to knowingly post, transmit, upload, link to, send or store any

viruses, malware, Trojan horses, time bombs, or any other similar harmful

software (“Malicious Software”);

m) establish a link to Our Websites in such a way as to suggest any form of

association, approval or endorsement on Our part where none exists;

n) use the Service(s) for the purposes of cookie tracking, ad exchanges, ad

networks, data brokerages, or sending electronic communications (including email)

in violation of applicable law;

o) try to use, or use the Service(s) in violation of these Terms.

p) You shall be responsible for any loss of data or attempted or actual access or use

of the Service(s) through Your Account in violation of these Terms.

q) If We inform You that a specified activity or purpose is prohibited with respect to

the Service(s), You will ensure that You immediately cease use of the Service(s)

for such prohibited activity or purpose.

r) FOR ANY SERVICE DELIVERED ON VIA A MOBILE APPLICATION, YOU OR YOUR COMPANY'S DRIVERS MUST NOT ATTEMPT TO VIEW OR EXECUTE ANY MOBILE APP FEATURES WHILE OPERATING A VEHICLE. YOU OR YOUR COMPANY'S DRIVERS ARE RESPONSIBLE FOR DRIVING RESPONSIBLY, AND YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT THAT YOU OR YOUR DRIVERS VIOLATE THE FOREGOING PROVISION, WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, AND LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACTUAL, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF THE SERVICE WHILE OPERATING A VEHICLE.

3. ACCESS TO THE SERVICE(S)

3.1. You are responsible for procuring and maintaining the network connections that

connect You to the Service(s). Your access to and use of the Service(s) may require

You to use or maintain specific browser software, security certifications and other

procedures that supports protocols used by the Service(s).

3.2. You may not be able to access or use the Service(s) (a) during planned downtime for

upgrades and maintenance to the Service(s) (of which We will use commercially

reasonable efforts to notify You in advance through Our Service(s)) (“Planned

Downtime”), or (b) during any unavailability caused by circumstances beyond Our

reasonable control, such as, but not limited to, acts of God, acts of government, acts

of terror or civil unrest, technical failures beyond Our reasonable control (including,

without limitation, inability to access the internet), or acts undertaken by third parties,

including without limitation, distributed denial of service attacks.

3.3. We will use commercially reasonable efforts to schedule Planned Downtime for

weekends (Central Time Zone) and other off-peak hours.

4. CHANGES TO THE SERVICE(S) AND WEBSITES

4.1. Our Service(s): We may update the Service(s) from time to time and You may receive

notifications of such upgrades, enhancements or updates (“Updates”). Any new or

modified features added to or augmenting or otherwise modifying the Service(s) or

other updates, modifications or enhancements to the Service(s) are also subject to

these Terms and We reserve the right to deploy Updates at any time.

4.2. Third party services and network connections: We are not responsible for notifying

You of any upgrades, fixes or enhancements to any such services or for any

compromise of data, including Your Data, transmitted across computer networks or

telecommunications facilities (including but not limited to the internet) which are not

owned, operated or controlled by Us. You agree that We are not responsible for the

reliability or performance of any services or connections as described in this subsection.

4.3. Websites: We may also change content on Our Websites at any time. However,

please note that any of the content on Our Websites may be out of date at any given

time, and We are under no obligation to update it. For clarity, this sub-section refers

to Our Websites excluding the Service(s). We may discontinue or change any part of

Our Websites, that does not affect the Service(s), without notifying You. Our Websites

may contain links to websites, content and resources provided by third parties (“Third

Party Links”). These Third Party Links are governed by their own terms and privacy

policies and You agree that We have no control over these Third Party Links and are

not responsible for Your access or use of these Third Party Links.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Ownership of IPR: Except for the rights granted to You under Section 1, all rights, title

and interest in and to all Our patents, inventions, copyrights, trademarks, domain

names, trade secrets, know-how and any other intellectual property and/or

proprietary rights in or related to the Service(s), including the Websites, and any part

of it (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively

with Us. We are the owner or the licensee of all Intellectual Property Rights in Our

Websites, and the content or material published on it. Those works are protected by

content on Our Websites for commercial purposes without obtaining a license to do

so from Us or Our licensors. Further, We claim no intellectual property rights over the

content You upload or provide to the Service(s).

5.2. Grant of License to Us: We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service(s) or

Websites or otherwise use any suggestions, enhancement requests,

recommendations or other feedback We receive from You.

5.3. Unless You notify Us otherwise by an e-mail to support@simplydatanow.com, You

agree to grant Us a royalty-free, worldwide, transferable license to use Your

trademark or logo to identify You as Our customer on Our Websites and/or

marketing collateral.

5.4. We may obtain and aggregate technical and other data about Your use of the

Service(s) that is non-personally identifiable with respect to You (“Aggregated

Anonymous Data”), and We may use the Aggregated Anonymous Data to improve,

support and operate the Service(s). For clarity, You are not identified as the source of

any Aggregated Anonymous Data and no Personal Data is collected as a part of

Aggregate Anonymous Data.

5.5. Grant of License to You: Our product and service names, and logos used or

displayed on the Service(s) or Websites are Our registered or unregistered

trademarks (collectively, “Marks”), and You may only use such Marks to identify You

as a user of the Service(s) You have subscribed to.

5.6. Reservation of Rights: All rights not expressly provided to You herein are reserved.

6. BILLING, PLAN MODIFICATIONS AND PAYMENTS

6.1. Subscription Charges: Except during any available free trial, all charges associated with Your Account (“Subscription Charges”) are due in full and payable in advance, in

accordance with Section 6.3, when You subscribe to the Service(s). Unless specified

otherwise in a Form, the Subscription Charges are based on the Service Plans You

choose and are payable in full until You terminate Your Account in accordance with

Section 7. You will receive a receipt upon each receipt of payment by Us. You may

also obtain a payment receipt from within the Service(s).

6.2 True-up: For Our Data Integration SaaS platform ONLY, each month, We will determine the billing amount based on Your actual use of the Services as noted on our Pricing Page. It is your responsibility to understand the features provided in relation to your usage of the Service AND our pricing.

6.3. Payment methods: You may pay the Subscription Charges through Your credit card,

or other accepted payment method as specified in a Form. For credit card payments,

Your payment is due immediately upon Your receipt of Our invoice. You hereby

authorize Us or Our authorized agents, as applicable, to bill Your credit card upon

Your subscription to the Service(s) (and any renewal thereof). For payments through

other accepted methods, Your payment is due within thirty (30) days of Our invoice

date unless otherwise stated in a Form.

6.4. Renewal: Your subscription to the Service(s) will renew automatically for a

Subscription Term equivalent in length to the then expiring Subscription Term.

Unless otherwise provided for in any Form, the Subscription Charges applicable to

Your subscription to the Service(s) for any such subsequent Subscription Term shall

be Our standard Subscription Charges for the Service(s) and to which You have

subscribed as of the time such subsequent Subscription Term commences. You

acknowledge and agree that, unless You terminate Your Account in accordance

Section 7, Your credit card will be charged automatically for the applicable

Subscription Charges.

6.5. We may use a third-party service provider to manage credit card and other payment

processing; provided, that such service provider is not permitted to store, retain or

use Your payment account information except to process Your credit card and other

payment information for Us. You must notify Us of any change in Your credit card or

other payment account information, either by updating Your Account or by e-mailing

Us at support@simplydatanow.com.

6.6. Refunds: Unless otherwise specified in these Terms or a Form or a Service Plan, all

Subscription Charges are nonrefundable. No refunds shall be issued for partial use or

non-use of the Service(s) by You.

6.6. Late Payments/Non-payment of Subscription Charges: We will notify You if We do

not receive payment towards the Subscription Charges within the due date for Your

Account. For payments made through credit cards, We must receive payments due

within a maximum of five (5) days from the date of Our notice and for payments

through other accepted methods, We must receive payments within a maximum of

thirty (30) days from the date of Our notice or the due date as shown on the

submitted invoice (typically Net 30). If We do not receive payment within the

foregoing time period, in addition to Our right to other remedies available under law,

We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend

Your access to and use of the Service(s) until We receive Your payment towards the

Subscription Charges as specified herein and/or; (iii) terminate Your Account in

accordance with Section 7.2. When credit card is not the chosen approved method

of payment, we reserve the right to charge the credit card on file of any past due

amounts at any time past the due date.

6.7. Feature Selections: When available in the Service, You may add or remove Feature(s) during a Subscription. You understand that removing Features may cause loss of content, or capacity of the Service(s) as available to You before downgrading Your Account. We will not be liable for such loss. When You upgrade or downgrade, the new Subscription Charges become immediately applicable. Upon upgrade, the new Subscription Charges for the subsisting month would be charged in full on non-pro-rated basis and Your credit

card will be charged automatically. Subsequent months will be charged in full according to the new Subscription Charges. Upon downgrade, You will be billed in full for the current month.

6.8. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include

any taxes, levies, duties or similar governmental assessments, including value-added,

sales, use or withholding taxes assessable by any local, state, provincial or foreign

jurisdiction (collectively “Taxes”). You are responsible for paying the Taxes that would

be levied against You by government authorities. We will invoice You for such Taxes

if We believe We have a legal obligation to do so and You agree to pay such Taxes if

so invoiced.

6.9. User Benefits: We may, at Our sole discretion, offer You certain benefits such as

discounts on Subscription Charges, extension in Subscription Term for no extra

payments from You, with regard to the Service(s). These benefits are specific to Your

Account and the Service(s) identified while offering these benefits. They are not

transferrable. The benefits may have an expiry date. If they do not have an expiry

date, they will expire upon completion of twelve (12) months from their date of offer.

7. SUSPENSION AND TERMINATION

7.1. We shall not be liable to You or any other third party for suspension or termination of

Your Account or access to and use the Service(s), if such suspension or termination is

in accordance with these Terms.

7.2. Suspension and Termination by Us: In addition to suspension for late payment or

non-payment of Subscription Charges, We may suspend Your access to and use of

Your Account or the Service(s) if You are in violation of the Terms. We will notify You

of Your activities that violate these Terms and, at Our sole discretion, provide You

with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You

do not cure or cease such activities within said Cure Period or if We believe that Your

breach of these Terms cannot be cured, Your Account shall be terminated.

7.3. Termination by You: If You pay for Your Account through credit card, You may elect

to terminate Your Account at any time by toggling the Active switch on the ‘Product

Selection’ tab when You log in to Our Service(s). You must be the Primary User or

have the Client Admin authorization to perform this function. If payments for Your

Account is made through other accepted payment methods, You may terminate Your

Account by writing to support@simplydatanow.

7.4. Effect of Terminating Your Account:

a) Data Export: We strongly recommend that You export all Your Data before You

terminate Your Account. In any event, following the termination of Your Account

either by You or Us or if You do not subscribe to a Service Plan on expiry of Your

free trial, Your Data will be retained for a period of 14 days (“Data Retention

Period”) from such termination or expiry of free trial within which You may

the right to delete all Your Data in the normal course of operation. Your Data

cannot be recovered once it is deleted.

b) Charges: If You terminate Your Account prior to the end of Your then-effective

Subscription Term or We effect such termination, in addition to other amounts

You may owe Us, You must immediately pay any then unpaid Subscription

Charges associated with the remainder of such Subscription Term, unless waived

by Us in writing. This amount will not be payable by You in the event You

terminate Your subscription to the Service(s) or terminate Your Account as a

result of a material breach of these Terms by Us, provided that You provide

advance notice of such breach to Us and afford Us not less than thirty (30) days to

reasonably cure such breach.

8. DATA PRIVACY AND SECURITY; CONFIDENTIALITY

8.1. If You choose, or You are provided with, a user identification code, password or any

other piece of information as part of Our security procedures, You must treat such

information as confidential. You must not disclose it to any third party. We have the

right to disable any user identification code or password, whether chosen by You or

allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply

with any of the provisions of these Terms.

8.2. Confidentiality obligations: Each of us will protect the other’s Confidential

Information from unauthorized use, access or disclosure in the same manner as each

of us protects our own Confidential Information, and in any event, no less than

reasonable care. Except as otherwise expressly permitted pursuant to these Terms,

each of us may use the other’s Confidential Information solely to exercise our

respective rights and perform our respective obligations under these Terms and shall

disclose such Confidential Information solely to those of our respective employees,

representatives and agents who have a need to know such Confidential Information

for such purposes and who are bound to maintain the confidentiality of, and not

misuse, such Confidential Information. The provisions of this sub-section shall

supersede any non-disclosure agreement by and between You and Us entered prior

to these Terms that would purport to address the confidentiality of Your Data and

such agreement shall have no further force or effect with respect to Your Data.

8.3. Security of Your Data: We will maintain commercially reasonable administrative,

physical and technical safeguards to protect the security, confidentiality and integrity

of Your Data. These safeguards may include encryption of Your Data in transmission

(using SSL or other similar security technologies).

8.4. You agree that We, and the service providers We utilize to assist in providing the

Service(s) to You, shall have the right to access Your Account and to use, modify,

reproduce, distribute, display and disclose Your Data solely to the extent necessary

to provide the Service(s), including, without limitation, in response to Your support

requests. Any third-party service providers We utilize will only be given access to

Your Account and Your Data as is reasonably necessary to provide the Service(s) and

will be subject to confidentiality obligations. Group Companies may also access or

disclose information about You, Your Account, Users or End-Customers, including

Your Data, in order to (a) comply with the law or respond to lawful requests or legal

process; (b) protect Group Companies’ or Our customers’ or partners’ rights or

property, including enforcement of these Terms or other policies associated with the

Service(s); (c) act on a good faith belief that such disclosure is necessary to protect

personal safety or avoid violation of applicable law or regulation. Further, at Our sole

discretion, any suspected fraudulent, abusive, or illegal activity by You may be

referred to law enforcement authorities.

8.5. To the extent We Process any Personal Data on Your behalf in connection with use of

the Service(s) by You, Your Users and/or End-Customers, You and We hereby agree

that You shall be deemed to be the data controller and We shall be deemed to be

the data processor as those terms are understood under the Directive (and any

applicable national legislation implementing the Directive). By utilizing the Service(s),

You consent, on behalf of You and Your Users and End-Customers (and represent

that You have the authority to consent on behalf of Your Users and End-Customers)

to the Processing of Your Data, including, without limitation, any Personal Data, within

the Group Companies and to other authorized service providers pursuant to these

Terms and Our Privacy Policy.

8.6. Data collection and privacy: We collect certain information about You as well as Your

customers and their respective devices, computers and use of the Service(s). We use,

disclose, and protect this information as described in Our Privacy Policy, which is

incorporated into these Terms by reference.

9. COMMUNICATIONS FROM US

9.1. Apart from the communications specified in Our Privacy Policy, We may contact You

directly via e-mail to notify You if:

a) You are in violation of these Terms;

A specific activity or purpose is prohibited with respect to the Service(s), so that

You immediately cease use of the Service(s) for such prohibited activity or

purpose; or

b) You maintain an exceptionally high number of Users, an unusually high monthly

ticket ratio per Users, an unusually high level of open tickets or other excessive

stress on the Service(s).

9.2 You also agree to receive communications from us, including via e-mail, text

message, calls, and push notifications. You agree that texts, calls or prerecorded

messages may be generated by automatic telephone dialing systems.

Communications from SDN may include but are not limited to: operational

communications concerning your User account or use of the Services, updates

concerning new and existing features on the Services, communications

concerning promotions run by us or our third-party partners, and news

concerning SDN and industry developments. Standard text messaging and data

charges applied by your cell phone carrier will apply.

10. DISCLAIMER OF WARRANTIES

The websites and the service(s), including all server and network

components are provided on an “as is” and “as available” basis, without any

warranties of any kind to the fullest extent permitted by applicable law. We

expressly disclaim any and all conditions, representations, warranties or

other terms, whether express or implied, including, but not limited to, any

implied warranties of merchantability, title, fitness for a particular purpose,

and non-infringement.

You acknowledge that we do not warrant that the service(s) or websites will

be uninterrupted, timely, secure or error-free and you further acknowledge

that we do not warrant that the access to the service(s), which is provided

over internet and various telecommunications networks, all of which are

beyond our control, will be uninterrupted, timely, secure, error-free or free

from viruses or other malicious software.

The content on our websites is provided for general information only. It is

not intended to amount to advice on which you should rely. You must

obtain professional or specialist advice before taking, or refraining from,

any action on the basis of the content on our websites. No information or

advice obtained by you from us or through the service(s) or websites shall

create any warranty not expressly stated in these terms.

The websites and the service(s), including all server and network

components are provided on an “as is” and “as available” basis, without any

warranties of any kind to the fullest extent permitted by applicable law. We

expressly disclaim any and all conditions, representations, warranties or

other terms, whether express or implied, including, but not limited to, any

implied warranties of merchantability, title, fitness for a particular purpose,

and non-infringement.

You acknowledge that we do not warrant that the service(s) or websites will

be uninterrupted, timely, secure or error-free and you further acknowledge

that we do not warrant that the access to the service(s), which is provided

over internet and various telecommunications networks, all of which are

beyond our control, will be uninterrupted, timely, secure, error-free or free

from viruses or other malicious software.

The content on our websites is provided for general information only. It is

not intended to amount to advice on which you should rely. You must

obtain professional or specialist advice before taking, or refraining from,

any action on the basis of the content on our websites. No information or

advice obtained by you from us or through the service(s) or websites shall

create any warranty not expressly stated in these terms.

11. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event will we,

our affiliates, officers, directors, employees, agents, suppliers or licensors

be liable to any person for any indirect, incidental, special, punitive, cover or

consequential damages (including, without limitation, damages for lost

profits, lost revenue, lost sales, lost goodwill, loss of use or lost content,

impact on business, business interruption, loss of anticipated savings, loss

of business opportunity) however caused, under any theory of liability,

including, without limitation, contract, tort, warranty, breach of statutory

duty, negligence or otherwise, even if we have been advised as to the

possibility of such damages or could have foreseen such damages.

To the maximum extent permitted by applicable law, our aggregate

liability and that of our affiliates, officers, employees, agents, suppliers and

licensors, relating to the service(s), will be limited to an amount equal to the

lower of (a) two months of the subscription charges for the service(s) to

which the claim relates; or (b) the subscription charges paid by you, for the

service(s) to which the claim relates prior to the first event or occurrence

giving rise to such liability.

The limitations and exclusions also apply if this remedy does not fully

compensate you for any losses or fails of its essential purpose.

12. INDEMNIFICATION

12.1. If use of the Service(s) by You has become, or in Our opinion is likely to

become, the subject of any IP Claim (defined below), We may at Our own option and

expense (a) procure for You the right to continue using the Service(s) as set forth

hereunder; (b) replace or modify the Service(s) to make it non-infringing; or (c) if

options (a) or (b) are not commercially and reasonably practicable as determined by

Us, terminate Your subscription to the Service(s) and repay You, on a pro-rated basis,

any Subscription Charges You have previously paid Us for the corresponding unused

portion.

12.2. Indemnification by Us: Subject to Your compliance with these Terms, We will

indemnify and hold You harmless, from and against any claim brought against You by

a third party alleging that the Service(s) You subscribed to infringes or

misappropriates such third party’s valid patent, copyright, or trademark (an “IP

Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally

awarded against You in connection therewith, including the reasonable fees and

expenses of the attorneys, provided that (a) You promptly notify Us of the threat or

notice of such IP Claim; (b) We have or will have the sole and exclusive control and

authority to select defense attorneys, defend and/or settle any such IP Claim; and (c)

You fully cooperate with Us in connection therewith. We will have no liability or

obligation with respect to any IP Claim if such claim is caused in whole or in part by (i)

compliance with designs, data, instructions or specifications provided by You; (ii)

modification of the Service(s) by anyone other than Us; or (iii) the combination,

operation or use of the Service(s) with other hardware or software where the

Service(s) would not by themselves be infringing.

12.3. Sections 12.1 and 12.2 state Our sole, exclusive and entire liability to You and

constitute Your sole remedy with respect to an IP Claim brought by reason of access

to or use of the Service(s) by You.

12.4. Indemnification by You: You will indemnify and hold Us harmless against any

claim brought by a third party against Us, and their respective employees, officers,

directors and agents arising from or related to use of the Service(s) by You in breach

of these Terms or matters which You have expressly agreed to be responsible

pursuant to these Terms; provided that We promptly notify You of the threat or notice

of such a claim.

13. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS

13.1. You shall not, directly or indirectly, assign all or any Your rights under these

Terms or delegate performance of Your duties under these Terms without Our prior

written consent. We may, without Your consent, assign Our agreement with You

under these Terms to any member of the Group Companies or in connection with

any merger or change of Our control or the sale of all or substantially all of Our assets

provided that any such successor agrees to fulfill its obligations pursuant to these

Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon,

inure to the benefit of and be enforceable by the parties and their respective

successors and assigns.

13.2. These Terms, together with any Form(s), constitute the entire agreement, and

supersede any and all prior agreements between You and Us with regard to the

subject matter hereof. These Terms and any Form(s) shall prevail over the terms or

conditions in any purchase order or other order documentation You or any Entity You

represent provides (all such terms or conditions being null and void), and, except as

expressly stated herein, there are no other agreements, representations, warranties,

or commitments which may be relied upon by either party with respect to the subject

matter hereof. In the event of a conflict between any Form and these Terms, these

Terms shall prevail.

13.2.1. Furthermore, if We are currently engaged or become engaged in a professional consulting services contract with You where You, or by Your requirement, Us, may have agreements with other companies such as recruiters or others, pertaining to the use, distribution, selling, transferring, reproducing, making derivative works, publicly performing, or publicly displaying Our software related services and related intellectual property, it is Your responsibility to understand Your legal obligations to those companies and mitigate any risk of contractual breach You feel is appropriate before electing to utilize Our software related services. This entire agreement prevails over any other agreement including irrevocable clauses, and including agreements between Us and You, or Us and other companies utilized by You to engage our professional consulting services. You will hold Us harmless against any and all claims made by any other company you have utilized in the procurement, processing or execution of our professional consulting services.

13.2.2. Any exceptions to these Terms require express written consent by Our CEO.

13.3. Notwithstanding the foregoing, additional terms may apply to certain features

or functionality We offer through the Service(s) (the “Additional Terms”). In those

instances, We will notify You of such Additional Terms prior to the activation of these

features or functionality and the activation of these features or functionality in Your

Account will be considered acceptance of the Additional Terms. All such Additional

Terms will be considered incorporated into these Terms when You or any User

authorized as an administrator in Your Account activates the feature or functionality.

Where there is a conflict between these Terms and the Additional Terms, the

Additional Terms will control in respect of those functionalities or features.

13.4. We may amend these Terms from time to time, in which case the new Terms

will supersede prior versions. Please read these Terms of use carefully before You

start to use Our Service(s) or Websites, as these will apply to Your use of the

Service(s) and Our Websites. Please check these Terms from time to time to take

notice of any changes We made, as they will be binding on You. We will notify You

not less than ten (10) days prior to the effective date of any such amendment and

Your continued use of the Service(s) following the effective date of any such

amendment may be relied upon by Us as Your consent to any such amendment. Our

failure to enforce at any time any provision of these Terms does not constitute a

waiver of that provision or of any other provision of the Terms.

14. SEVERABILITY; NO WAIVER

14.1. If any provision in these Terms is held by a court of competent jurisdiction to be

unenforceable, such provision shall be modified by the court and interpreted so as

to best accomplish the original provision to the fullest extent permitted by

applicable law, and the remaining provisions of these Terms shall remain in effect.

Our non-exercise of any right under or provision of these Terms does not constitute

a waiver of that right or provision of the Terms.

15. SEVERABILITY; NO WAIVER