Terms of Use Updated 05/16/2018 g4 Studio Cloud Portal Terms of Use Last Modified: May 16, 2018 These Terms of Use (“Terms”) and our privacy policy (“Privacy Policy”) set forth the terms and conditions governing your use of the g4 Studio Cloud website (the "Service"), which is presented by Unlimited Technology Systems, LLC (“Company”, “we”, “us” or “our”). The Terms and Privacy Policy together form a legal contract between you and Company, governing your access to and use of the Service. Please read the Terms and Privacy Policy carefully before using the Service. In addition, if you are using a particular service on the site or accessed via the site, you agree to be subject to any rules or guidelines applicable to such services, and such rules or guidelines will be incorporated by reference within these Terms. By using the Service, you acknowledge that you have read, understood, and accept, without limitation or qualification, the Terms and Privacy Policy. Do not use the Service if you do not accept the Terms and Privacy Policy. Eligibility The Service is designed to comply with laws and regulations of the United States (the "U.S."). Although accessible by others, the Service is intended for access and use by U.S. residents only. The Company makes no representation that the Service is appropriate for use in any other jurisdiction. If you choose to access the Service from other locations, you do so upon your own initiative and are responsible for compliance with applicable local laws and regulations. You acknowledge that you are 18 years of age or older. Those under the age of 18 are not allowed to visit or otherwise use the site on their own behalf, and we do not knowingly collect information from such persons. "Site" Defined. The “Site” encompasses the g4 Studio Cloud websites and all associated Company web pages, including without limitation all content, content, information, policies, modifications, updates, enhancements, revisions, new features, and or new web properties of such pages, along with the Service provided through such web pages. Modification of these Terms and the Site. You are responsible for regularly reviewing these Terms. Company has the right, but not the obligation, to correct any errors or omissions in any portion of the Site, the Service and these Terms. Company reserves the right, at its sole discretion, to change, modify, add, remove or terminate any portion of the Site, the Service and these Terms, in whole or in part, at any time, without prior notice. All changes to these Terms are effective immediately upon being posted to the Site. Your continued use of the Site or Service following any changes to these Terms will mean you accept these changes. Restrictions on Site Use. You may not access or use, or attempt to access or use, the Service to take any action that could harm us or any third party, interfere with the operation of the Service, or use the Service in a manner that violates any laws. Without limiting the foregoing, you agree not to: Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity or the origin of any information you provide; Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activity conducted on the Service or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network; Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise alter or interfere with (or attempt, encourage, or support anyone else’s attempt to engage in such activities) any of the software comprising or in any way making up a part of the Service. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited; Engage in unauthorized use of bots, spiders, scraping, or harvesting of content or information, or use any other unauthorized automated means to compile information; Obtain or attempt to gain unauthorized access to other computer systems, content, information or any services available on or through the Service; Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure; Upload or otherwise transmit any communication, software, or material that contains a virus or is otherwise harmful to our users’ computers or systems; or Engage in any other conduct that restricts or inhibits any person from using or enjoying the Service, or that, in our sole judgement, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type. Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Service for any or no reason at any time without notice. Information Disclosure. Disclosure under Law. Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or content, in whole or in part, in Company’s sole discretion. Providing Correct Personal Information. In the course of using the Site, you may be required to enter certain information, including without limitation personal information (collectively, “Information”). You represent and warrant that you will provide Company with full, true and correct Information, and to update such Information on the Site promptly as reasonably necessary and as required by the Site. Your Account. Security of Account and Password. In the event you establish an account and receive or establish a password for such account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You accept full responsibility and liability for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, or remove content in its sole discretion. Notification of Unauthorized Use/Ceasing Access. You shall notify Company immediately of any unauthorized use or threat of unauthorized use of your account or the Site or of any other breach or potential breach of security known to you with respect to your account or the Site, including without limitation any loss or compromise of any password, and will cooperate with Company in every reasonable way to help Company prevent the further unauthorized use, threat of unauthorized use, disclosure or threat of disclosure regarding the Site, your account and/or your password. You agree that immediately upon termination of your right to use the Site or any password-protected portion of the Site, or upon any earlier demand by Company at any time, you will cease all access and/or use of the Site or such password protected portion of the Site, and will not attempt to access and/or use same. User Representations and Warranties. By using or accessing the Site or submitting your content, you (1) represent and warrant that you own or otherwise control all of the rights to your content necessary to grant the licenses granted in these Terms, including, without limitation, all the rights necessary for you to submit the content, and have all right, power and authority to enter into these Terms and to fully perform hereunder, (2) represent and warrant that your use of the Site, Site content and/or content does not and will not violate or infringe any third party right, including but not limited to any third party intellectual property right, right of publicity or privacy, right of trade secret or confidentiality, or contractual right, or violate these Terms, the Privacy Policy, or any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject, (3) represent and warrant that you will comply with all applicable laws, contracts and/or agreements, at your sole expense and liability, in connection with your use of or access to the Site, (4) represent and warrant that you will only submit and use content that may be used in accordance with the licenses you have granted herein and (5) agree that Company shall not be liable to you or any third party for accepting or not accepting your content or for deleting or not deleting your content, in whole or in part. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. EFFORTS BY COMPANY TO MODIFY THE SITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. THE SITE, INCLUDING ALL CONTENT, INFORMATION OR SERVICES PROVIDED THROUGH, OR IN CONJUNCTION WITH, THE SITE, IS PROVIDED "AS IS," AS A CONVENIENCE TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF QUIET ENJOYMENT, (5) OF TITLE, (6) THAT THE SITE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES COMPANY’S PRODUCTS AND SERVICES, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED, OR (8) THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. DISCLAIMER OF LIABILITY. IN NO EVENT SHALL COMPANY AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH COMPANY, THE “COMPANY ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM COMPANY’S NEGLIGENCE OR GROSS NEGLIGENCE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, LIABILITY OF COMPANY ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THE SITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SITE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. THIS INDEMNIFICATION SHALL APPLY TO THIRD PARTY CLAIMS AS WELL AS CLAIMS BETWEEN THE PARTIES. Indemnification. You will indemnify, defend (or settle) and hold harmless Company Entities from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorneys fees and all other costs, fees, and expenses (collectively, “Claims”) against any of Company Entities to the fullest extent permitted by law arising out of or in connection with (1) your conduct, provision of content or use of the Site, or such actions by any third party through you, (2) your violation of the rights of another person or party, (3) any Content provided or made available by you, and (4) any breach or violation by you of your obligations under these Terms, including without limitation any breach of your representations and warranties herein. You will not settle any indemnified claim without the prior written consent of Company, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, Company Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to Company Entities pursuant to this Section. Confidentiality. You acknowledge that by use of portions of the Site, you may use and you may acquire Company Confidential Information. As used herein, “Confidential Information” means all confidential and/or proprietary information and trade secrets of Company, whether or not memorialized, and in any form or media, regarding Company or Company’s business, including without limitation those relating to Company’s intellectual property, technology, research and development, systems, software, business plans, business operations, strategies, financial information, technical information, customers, customer lists, suppliers, operating policies and procedures, and any third-party information that Company is required to keep confidential where such information is not generally accessible without a password. “Confidential Information” includes any account passwords. You shall not at any time, directly or indirectly, for any purpose, use, copy or disclose to any other person or entity any Confidential Information, or permit others to do so, other than for the purposes expressly allowed hereunder. Company may seek and obtain injunctive relief against the release or threatened release of Confidential Information, in addition to any other available legal remedies. You shall notify Company immediately if you learn of any unauthorized possession or use of the Confidential Information and will promptly furnish all details of such possession or use to Company. Copyright and Other Intellectual Property. Site Ownership. The Site and all content, organization, graphics, design, compilation, translation, and other matters related to the Site (collectively, “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws. The Site and all Content is the property of Company and/or third party licensors, and all right, title and interest in and to the Site and Content will remain with Company or such third party licensors. Other product and company names mentioned herein may be the trademarks of their respective owners. You do not acquire ownership rights to the Site or any Content other than any rights in the Content that you may have. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content. You will not modify, adapt, translate, reverse engineer, decompile, or disassemble the Site or any Site content. You may only use the Site and the Content as expressly permitted herein, and any other use is prohibited. Any copying, republication, or redistribution of the Site or Site content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of Company and/or the respective intellectual property rights holder identified in the subject content, which consent to be granted or withheld at the sole discretion of the rights holder. Copyright Infringement Claims. Company respects the intellectual property rights of others and expects our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company’s Designated Copyright Agent, identified below, with all information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, summarized as follows: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other content or information as may be required under the DMCA as amended from time to time or by the U.S. Copyright Office. Copyright Agent. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to Company Designated Copyright Agent using the following contact information: Designated Copyright Agent: Telephone: (513) 821-4222 Email: support@unlimitedsystems.com Postal Address: Unlimited Technology Systems, LLC 5905 East Galbraith Road, Suite 8000 Cincinnati, OH 45236 ALL INQUIRIES TO THE COPYRIGHT AGENT NOT RELATED TO A COPYRIGHT INFRINGEMENT CLAIM WILL RECEIVE NO RESPONSE. Dispute Resolution (Arbitration Clause). Binding Arbitration. You and Company each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Dispute”) arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation or validity thereof (including the determination of the scope or applicability of these Terms to arbitrate), your or Company’s rights and obligations under these Terms, the Site, the use of the Site, and/or the information, services and/or products that may be provided by or through or in connection with the Site. The arbitration will be held in the State of Ohio before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. The arbitration will be administered by JAMS (http://www.jamsadr.com). You may obtain a copy of the rules of JAMS by contacting the organization. You and Company shall agree on one arbitrator to conduct the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator will be selected in accordance with the JAMS rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate Company’s intellectual property rights, Company may seek (and you will not contest) injunctive or other appropriate relief in any state or federal court in Cincinnati, Ohio, and you consent to exclusive jurisdiction and venue in such courts. Arbitration Final. The arbitrator's award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator's award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause. Giving Up Right of Class Action. These Terms provides that all Disputes will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST COMPANY ENTITIES INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE. Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial. To the maximum extent permitted by law, these Terms are governed by the laws of the United States of America and the State of Ohio, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of courts in Cincinnati, Ohio in all disputes arising out of or relating to the use of the Site or under these Terms; provided, however, that in the event Company is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by Company hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by Company therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, Company and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with these Terms, your or Company’s rights and obligations under these Terms, the Site, use of the Site, and/or the services and/or products that may be provided by or through or in connection with the Site. Miscellaneous. Viewing, Accessing and Use Outside the United States. If and when any products or services referenced on the Site become available, they will become available in the United States and may not become available elsewhere. Company makes no claims that the Site or any products or services referenced therein may be lawfully viewed, accessed or used outside the United States. Access or use of the Site or any products or services referenced therein may not be legal by certain persons or in certain countries. If you access or use the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction. No Joint Venture. You agree that no joint venture, partnership, employment or agency relationship exists between you and Company as a result of these Terms or your use of the Site. Headings. Section headings and other captions in these Terms are used solely for the convenience of the parties, have no legal or contractual significance, and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms. Survival. The provisions of the following sections shall survive any termination or expiration of these Sections: Disclosure Under Law, Content, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Dispute Resolution (Arbitration Clause), Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial, and Miscellaneous. No Waiver. The failure of Company to enforce any provision of these Terms will not be construed as a waiver or limitation of Company’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms. Assignment. No assignment, delegation or other conveyance of these Terms may be made by you (by operation of law or otherwise) without the prior written consent of Company, to be given in its sole discretion. Company may assign its rights and obligations hereunder to any other party. Statute of Limitations. Any cause of action you may have with respect to your use of the Site must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation. Agreement Binding. In the event that any provision of these Terms is deemed to be unenforceable, said provision will be interpreted to reflect the original intent of the parties in accordance with applicable law, and the remainder of these Terms will continue in full force and effect. Notices. Notices to Company under these Terms shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to Company, with such notices being effective as of the date of actual, confirmed receipt by Company. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you, and are deemed effective upon the earlier of being confirmed received or one day after having been sent. Entire Agreement; Language of Agreement. These Terms and Privacy Policy contain the entire agreement between you and Company with respect to the Site. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Company with respect to the Site. Any rights not expressly granted herein are reserved. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms and all related documents be drawn up in English. Contact Information. Inquiries regarding these Terms should be directed to: Telephone: (513) 821-4222 Email: support@unlimitedsystems.com Postal Address: Unlimited Technology Systems, LLC 5905 East Galbraith Road, Suite 8000 Cincinnati, OH 45236