TERMS OF USE BEFORE YOU PROVIDE ANY CONTENT TO US FOR PROCESSING VIA THE APP, PLEASE CAREFULLY REVIEW ALL TERMS AND CONDITIONS SET FORTH IN THESE TERMS OF USE (THE “AGREEMENT”) AND BE SURE YOU UNDERSTAND THEM. BY PROVIDING ANY CONTENT TO US FOR PROCESSING VIA THE APP, YOU BECOME A PARTY WITH TILSON TECHNOLOGY MANAGEMENT, INC. (“COMPANY”) TO THIS AGREEMENT AND LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU MUST NOT PROVIDE COMPANY WITH ANY CONTENT FOR PROCESSING VIA THE APP. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF SUCH ENTITY. 1. Definitions. For purposes of this Agreement, each word or phrase listed below has the meaning designated. Other words or phrases used in this Agreement may be defined in the context in which they are used. 1.1 “App” means Broadband Reverse Auction. 1.2 “Content” means all data and information furnished or made available to Company by you for processing via the App. 1.3 “Output” means all data, reports, statistics and information created or produced via the App based on the Content. 1.4 “Service” means Company’s (i) processing of Content via the App, and (ii) delivery of the Output to you. 2. Scope of Agreement. You acknowledge that you will have no right to access or use the App. Rather, you may provide Company with Content to enable Company to provide the Service to you. If you provide any Content to Company, you grant Company a non-exclusive, non-transferable license to copy, store, modify, transmit and use all Content as necessary for Company to provide the Service to you. 3. Content. You acknowledge that any Content you provide to us for purposes of providing the Service will not be encrypted. Except as otherwise required by any Company account registration process, you must not disclose to Company any personally identifiable information regarding any individual (“PII”). You are solely responsible for compliance with applicable laws and regulations regarding PII. You acknowledge that you provide Content to Company at your own risk and Company is not responsible or liable for the transmission, handling, storing or backing up of any Content, for your failure to back up or properly store Content, or for the deletion, destruction, damage to, or alteration or loss of, any Content. Company may delete all Content and terminate this Agreement at any time in its sole discretion, upon notice to you. 4. Title and Intellectual Property Rights. Company shall have sole and exclusive ownership of all right, title, and interest in and to the App and the Service and any additions or modifications thereto made by or on behalf of Company from time to time, including as a result of any collaboration between you and Company (including their respective personnel), and all intellectual property rights associated therewith (including, without limitation, rights to copyrights, trade secrets, or know-how). You shall have sole and exclusive ownership of all right, title and interest in and to the Content and, subject to the restrictions in Section 5 below, the Output. 5. Restrictions. You shall not: (i) provide any Content that (a) infringes the intellectual property or proprietary rights of third parties, or that is otherwise unlawful, or (b) contains any viruses, worms, Trojan horses, time bombs, or other harmful or malicious code, files, scripts, agents or programs; (ii) disassemble, reverse compile, reverse engineer or attempt to reconstruct, identify or discover any underlying ideas contained in the Service or the Output; or (iiI) purchase the Service or use the Output in order to (a) benchmark against or build a competitive product or service, or (b) copy any ideas or features of the Service or the Output. 6. Disclaimer of Warranties. THE SERVICE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT: (i) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) THE OUTPUT WILL BE ACCURATE OR RELIABLE; OR (iii) THE QUALITY OF THE SERVICE, OR THE OUTPUT OBTAINED VIA THE SERVICE, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. 7. Limitation of Liability; Sole Remedy. IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY SORT ARISING OUT OF OR IN MANNER CONNECTED WITH THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF), REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY AND RECOURSE, AND COMPANY’S SOLE AND EXCLUSIVE LIABILITY, FOR ANY BREACH OF THIS AGREEMENT BY COMPANY OR OTHERWISE IS TO STOP USING THE SERVICE. 8. Indemnification. You will defend, indemnify, and hold Company harmless, including its employees, officers, directors, and agents, from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) breach of this Agreement or violation of applicable law by you; or (b) any claim involving alleged infringement, misappropriation or violation of third-party rights by your Content.