Legal Terms Pre-Built Self-Scheduling App PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SOLUTION (AS DEFINED BELOW). USING THE SOLUTION INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SOLUTION. We reserve the right, at our discretion, to change these terms at any time. Please check these terms periodically for changes. Using the Solution following the posting of changes to these terms indicates that you accept them as changed. Refer to our privacy policy for additional information: https://centricconsulting.com/privacy-policy/. “Solution” shall mean the Pre-built Self-Scheduling App and any information, documents, products, software, services and other materials (whether developed by Centric or its licensors or vendors) associated therewith. 1. LIMITED USE AND RESTRICTIONS. Subject to compliance with these Terms, Centric grants to you a non-exclusive, royalty-free license to use the Solution for internal business purposes only. Except as explicitly stated in these legal terms, the Solution may not be copied, downloaded, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying or recording, without the prior express written permission of Centric. No part of the Solution, including but not limited to any logo, graphic, sound or image, may be reproduced or retransmitted in any way, or by any means, without the prior express written permission of Centric. You also may not, without Centric's prior express written permission, "mirror" the Solution on any other server or device. Except as explicitly stated in these legal terms, nothing in the Solution shall be construed as conferring, by estoppel, implication or otherwise, any license to any intellectual property rights of Centric. Your use of the Solution is subject to the following terms and conditions: (1) you will not remove any copyright notices from the Solution and (2) you will not modify or make derivative works from the Solution. If you breach any of these Terms, your license terminates automatically without notice, and you must immediately delete (or if applicable destroy) the Solution. Any unauthorized use of the Solution may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. 2. LINKS. The Solution may provide links to Centric websites and to third-party websites. The linked third-party websites are not under the control of Centric, and Centric is not responsible for their content. Centric does not endorse any third-party product to which the Solution provides a link. If you decide to access any such third-party site, you do so at your own risk. Centric reserves the right to terminate any link or linking program at any time. 3. DISCLAIMER OF ALL WARRANTIES. THE SOLUTION IS PROVIDED ON A “WHERE IS” "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. Centric may change the Solution at any time without notice. The Solution may be out of date, and Centric makes no commitment to update the Solution. 4. USE AND ACCESS RESTRICTIONS. Centric offers the Solution to those residing in the United States. If you choose to access the Solution from another country, you do so on your own initiative and are responsible for compliance with local laws. The Solution shall not be downloaded or otherwise exported or re-exported in violation of any United States export controls or other applicable laws. By downloading or using the Solution, you represent and warrant that you are doing so in compliance with United States export controls and other applicable laws. 5. LIMITATION OF LIABILITY. IN NO EVENT WILL CENTRIC OR ITS LICENSORS OR VENDORS BE LIABLE FOR ANY DAMAGES HEREUNDER, INCLUDING WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO USE OF THE SOLUTION, WHETHER BASED IN WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. JURISDICTION AND CHOICE OF LAW. Any dispute relating to the Solution in any manner shall be governed by the laws of Ohio, excluding choice of law, and shall exclusively be brought in the state or federal courts located in Dayton, Ohio. 7. DESIGNATION OF AGENT TO RECEIVE NOTIFICATION OF CLAIMED INFRINGEMENT UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA). Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Centric's Designated Agent, as set forth below. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Designated Agent the written information specified below. Please note that this procedure is exclusively for notifying Centric that your copyrighted material has been infringed. • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest. • A description of the copyrighted work that you claim has been infringed upon. • A description of where the material is located (e.g. IP address; URL) that you claim is infringing is located. • Your address, telephone number, and e-mail address. • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law. • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. • As applicable under 17 U.S.C. 512(f), a statement by you that you acknowledge you may be subject to liability for damages if you knowingly materially misrepresent that material or activity is infringing. Centric' Designated Agent for notice of claims of copyright infringement is as follows: jim.schaller@centricconsulting.com w:\wdox\client\004971\00100\01090557.docx version: 2 5/5/20 2:51 PM