ValueVision Terms of Service Updated as of 11.8.21 1. Introduction These Terms of Service (the “Terms of Service”) govern your Company and your individual use of the certain ValueVision products and services owned and operated by ValueVision, Inc. (“ValueVision”). The Service (as defined below) may be accessed and used both by External Users and Internal Users (as defined below) – as long as each such External User and Internal User is authorized and approved by your Company, and all applicable fees have been paid. You agree (and agree on behalf of your Company) to be bound by ValueVision’s Privacy Policy for the SynergyFlow Client Platform (the “Privacy Policy”), which is incorporated herein by reference. We reserve the right to modify or amend the terms of our Terms of Service from time to time, in our sole discretion, without notice, however, we may post an announcement to the SynergyFlow Client Platform or via email if we make material changes to these Terms of Service. Your and/or your Company’s use of the Service after we make any changes constitutes your and your Company’s acknowledgment and acceptance of the changes. Please review this entire Terms of Service regularly. If you do not agree to follow and be bound by the Terms of Service, neither External Users nor Internal Users may access or use the SynergyFlow Client Platform in any way. Please direct any questions to ValueVision at info@valuevision.com. 2. Construction. Capitalized terms (whether in the singular or plural) shall have the meanings assigned in the text of this Agreement, and your Company’s Order. For the purpose of this Agreement, an “Order” means an order for one or more ValueVision services placed by your Company and accepted by ValueVision. The Order may be a physical purchase order or may be a form that you click through electronically, including by signing up for specific services on the ValueVision website. ValueVision may offer both free and paid products and services. If your Order indicates that your selected product or service will be provided at no charge, (i) the payment obligations set forth below will not apply until such time as you upgrade to a paid product or service or place an order for paid products or services; and (ii) ValueVision may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice but will utilize commercially reasonable efforts to provide notice to your Company. 3. Scope of Service. Commencing on the Start Date specified in the applicable Order, ValueVision shall make available to your Company the ValueVision services identified in the Order for use by the number of Authorized Users (internal or external) specified in the Order, subject to the terms of this Agreement and any scope limitations set forth in the Order (the “Service” or the “SynergyFlow Platform”). ValueVision offers a service and tools that facilitate project based work and also offers certain ancillary applications, analytics, documentation, and services to both External Users and Internal Users (defined below), all as more particularly described on the SynergyFlow Client Platform at www.valuevision.com. ValueVision reserves the right to change the Service (including the content, appearance, design, functionality and all other aspects thereof), access procedures, tools, documentation, format requirements, communications protocols and services offered, but will use commercially reasonable efforts to ensure that such changes maintain reasonable backwards compatibility with previous versions of the Service, and do not materially degrade performance or features.. Additional support services, including custom configuration, consulting, content development, training and system integration, may be separately purchased from ValueVision under the terms of an addendum to this Agreement. For clarity, ValueVision has no obligation to support your own technology, internal infrastructure, provide free training, or provide consulting on customer created content or third party technologies and services unless agreed to in writing via an approved sales agreement and or statement of work. 4. Internal and External Users Depending on the package purchased by you in your applicable Order, the SynergyFlow Client Platform and Services may be accessible to both direct subscribers to the ValueVision service who use the SynergyFlow Client Platform to manage content and engagements (“Internal Users”) and/or certain business clients of such Internal Users who access and use the SynergyFlow Client Platform as end users for the sole purpose of interfacing with Internal Users (“External Users”). You acknowledge and agree (on your own behalf and on behalf of your Company) that the features and services provided to External Users may be different from and more limited that those provided to Internal Users. Except where explicitly provided herein, all of the terms set forth in these Terms of Use shall apply to you and your Company regardless of your status as an Internal User or an External User. 5. Content. 5.1 Distributed Content. ValueVision may provide Internal Users and/or External Users with technical content that works within the SynergyFlow Platform (“Distributed Content”). Such content is furnished directly (or indirectly) by ValueVision and may include Questions, Procedures, and Narrative Content which may be internally developed by ValueVision and/or provided by third parties. Distributed Content that is created by ValueVision is referred to herein as “ValueVision Content.” Distributed Content that is provided to ValueVision by third parties is referred to herein as “Third Party Content.” • Questions content refer to questions that are related to particular engagement types and are generated as part of data requests. • Procedures content refer to a series of steps that identify the activities to be performed during a project depending on the engagement type. • Narrative Content that is used in writing communications to the clients related to an engagement. Narrative Content refers to both letters (proposal letter, engagement letter, management rep letter) and reports (“Narrative Content”). Unless otherwise set forth in the description of the Distributed Content on the Service, Distributed Content is provided solely for use on the SynergyFlow Client Platform in connection with the Services. Use of Distributed Content is subject to the limitations set forth in the description for the applicable Distributed Content on the Service. 5.2 User Submitted Materials External Users may submit materials to Internal Users via the SynergyFlow Client Platform (the “External User Submitted Materials”). ValueVision does not claim any ownership in External User Submitted Materials uploaded to our systems. Internal Users may submit Content via the SynergyFlow Client Platform (the “Internal User Submitted Materials”). ValueVision does not claim any ownership in Internal User Submitted Materials uploaded to our systems. External User Submitted Materials and Internal User Submitted Materials are collectively referred to in this Agreement as “User Submitted Materials.” 5.3 Responsibility For Materials Both External Users and Internal Users assume sole responsibility for: (a) User Submitted Materials that they submit; (b) ensuring that such User Submitted Materials are true, correct and accurate, and (c) ensuring that such User Submitted Materials do not infringe or violate any right of any third party. ValueVision makes no warranties with respect to User Submitted Materials or Distributed Content. 6. Your License to Us You and your Company hereby grant to ValueVision a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, fully sub-licensable right to use, distribute, reproduce, publicly perform, publicly display, digitally perform, make, have made, store, maintain, import, modify, adapt, publish and translate all User Materials solely for the purposes of providing and operating the SynergyFlow Client Platform and/or Service to you and your company. The license rights granted to ValueVision herein may also be exercised on behalf of ValueVision by third parties acting on ValueVision’s behalf (e.g., technology partners, service providers and independent contractors). 7. Restricted Content & Activities You agree (on your own behalf and on behalf of your Company) that you will not use the SynergyFlow Client Platform to post or upload any of the following: • Offensive language, such as profanities and expletives; sexually explicit or pornographic material; hate speech; defamatory, abusive, threatening or harassing speech; or racial, religious or personal attacks of any kind • Material which infringes upon the copyright, trademark, patent, trade secret or other proprietary rights or rights of publicity or privacy of third parties • Promotion of any activity that may be found illegal at the local, state or federal level (including, but not limited to, laws governing export control, consumer protection, unfair competition, antidiscrimination or false advertising), or any content that is itself illegal in any way, such as fraudulent materials or materials involving the sale of counterfeit or stolen items. Furthermore, you may not list any item on the SynergyFlow Client Platform (or consummate any transaction that was initiated using our Services) that, by paying to us a fee could cause us to violate any applicable law, statute, ordinance or regulation. • Direct links to or descriptions of goods and services that are prohibited under these Terms of Service • Commercial content of any kind, including without limitation graphic and text advertisements, chain letters, spam offers, surveys, contests, or any clear promotion of commercial interests beyond appropriate discussion of SynergyFlow Client Platform content • Content that is untrue, inaccurate, deliberately misleading, or trade libelous • Malicious or intentionally harmful executable programming of any kind, such as viruses, worms, Trojan horses, spyware, or time bombs. • Encrypted content or content that can be demonstrated to contain encoded messages • Identifiable impersonations of another individual, by false representations in the text, by creating a misleading screen name that misrepresents the poster’s identity in an identifiable fashion, or by using another individual’s account to post, with or without that individual’s knowledge • Content that creates liability for us or causes us to lose (in whole or in part) the services of our ISPs or other partners or suppliers 8. Right to Remove Content or Block Access ValueVision may, at its discretion but without any obligation, remove content that does not meet the acceptable use guidelines in Section 6 or is otherwise inappropriate, according to its sole interpretation. ValueVision may also remove all other content by such user, disable a user’s account (as well as the accounts of such user’s Company’s accounts and all External Users associated with such user), and otherwise prevent that user from using our services. We may also block your access, your Company’s access and your External Users access to our SynergyFlow Client Platform in the event that (a) you or (in the case of an Internal User) any of your External Users breach these Terms of Service; (b) we are unable to verify or authenticate any information you or (in the case of an Internal User) any of your External Users provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, your Company, your External Users, our other users or us. 9. Account Security You and your Company are entirely responsible for the security and confidentiality of your passwords and accounts. Furthermore, you and your Company are entirely responsible for any and all activities that occur under such accounts, including without limitation (for Internal Users only) any and all activities of any External Users to whom you grant access. You and your Company agree to immediately notify us of any unauthorized use of such accounts or any other breach of security of which you or your Company become aware. You and your Company are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and SynergyFlow Client Platform. We have the right to provide user billing, account, content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able access your account so you should take reasonable steps to protect this information. 10. Data Backup. ValueVision disclaims any and all responsibility for any loss of data, mockups, or interfaces from the SynergyFlow Platform and/or Services. ValueVision is not responsible for the backup of any Client Materials or data. You and your Company acknowledge that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. You and your Company are solely responsible for independent backup of data generated or stored through the use of the SynergyFlow Platform and/or Services. To the extent within its control, you and your Company are responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. You and your Company are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data. In the event of termination or expiration of these Terms of Service or disconnection of the SynergyFlow Platform and/or Services, ValueVision may delete any files, programs, data or messages associated with your account, your Company’s accounts and/or your External Users accounts. 11. Information Control Neither Third Party Provided Content nor User Submitted Materials (“Non-ValueVision Content) represent the views of ValueVision or any individual associated with ValueVision, and we do not control this content. In no event shall you or your Company represent or suggest, directly or indirectly, ValueVision’s endorsement of Non-ValueVision Content. ValueVision does not vouch for the accuracy or credibility of any Non-ValueVision Content on our SynergyFlow Client Platform or provided in connection with the Services, and does not take any responsibility or assume any liability for any actions you may take as a result of reading Non-ValueVision Content. Through your use of the SynergyFlow Client Platform and Services, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our SynergyFlow Client Platform and/or Services, you and your Company assume all associated risks. 12. Links to Third Parties This SynergyFlow Client Platform may contain hyperlinks to other websites controlled by third parties. These links are provided solely as a convenience to you and your Company and do not imply endorsement by ValueVision of, or any affiliation with, or endorsement by, the owner of the linked website. ValueVision is not responsible for the contents or use of any linked website, or any consequence of making the link. 13. Copyright and Ownership All Distributed Content, is owned by ValueVision, its licensors and/or its Distributed Content providers. If you are an Internal User, you or your Company shall own any User Submitted Materials submitted by you. All elements of the SynergyFlow Client Platform, including without limitation the general design and the Distributed Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Services and the SynergyFlow Client Platform may only be used for the intended purpose for which such SynergyFlow Client Platform and Services are being made available. Unless otherwise specified in the description of the applicable Distributed Content on the Service, neither you nor your Company may modify any of the materials, and neither you nor your Company may copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the SynergyFlow Client Platform or provided in connection with the Services. Except as authorized under the copyright laws, you and your Company are responsible for obtaining permission before reusing any copyrighted material that is available on the SynergyFlow Client Platform or in connection with the Services. For purposes of these Terms of Service, the use of any such material on any other website or networked computer environment is prohibited. You and your Company shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your and your Company’s use of the SynergyFlow Client Platform and Services. The SynergyFlow Client Platform, its Distributed Content and all related rights shall remain the exclusive property of ValueVision or its licensors unless otherwise expressly agreed. Neither you nor your Company will remove any copyright, trademark or other proprietary notices from material found on the SynergyFlow Client Platform or provided in connection with the Services. In the event you download software from the SynergyFlow Client Platform, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "software") are licensed to you and your Company by ValueVision or its licensors. ValueVision does not transfer title to the software to you or your Company. ValueVision (or its licensors) retains full and complete title to the software, and all intellectual property rights therein. Neither you nor your Company may redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-readable form. 14. Corporate Identification & Trademarks All trademarks, service marks and trade names of ValueVision and its partners and licensors used herein (including without limitation: ValueVision, Inc., the ValueVision corporate logo, and the associated designs and logos) (collectively “Marks”) are trademarks or registered trademarks of ValueVision or its affiliates, partners or licensors. Neither you nor your Company may use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on this SynergyFlow Client Platform, without ValueVision’s prior written consent. The use of the Marks on any other website or networked computer environment is not allowed. Neither you nor your Company may use the Marks as a "hot" link on or to any other website unless establishment of such a link is approved in advance. 15. Fees and Payment Terms In consideration of the rights granted herein, your Company shall pay ValueVision the amounts specified in each applicable Order (“Fees”). Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to your Company’s execution of this Agreement or use of the Service (collectively, “Sales Taxes”). Your Company shall be solely responsible for the payment of any Sales Taxes. Unless otherwise specified in the applicable Order, all amounts shall be paid to ValueVision immediately upon the execution of the Order. Fees not paid when due shall be subject to a late fee equal to one and one half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. ValueVision further reserves (among other rights and remedies) the right to suspend access to the Service. Amounts payable to ValueVision shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of ValueVision. Your company authorizes ValueVision to charge the credit card or account that your Company has on file with ValueVision any fees or outstanding balances that your Company owes to ValueVision. Your Company shall immediately update its credit card, account, or payment information if such information changes in any manner, or if payment is declined or unable to be processed. Except as otherwise specified in this Agreement, fees are based on services purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the relevant subscription term. 16. Access and Interference You agree (on your own behalf and on behalf of your Company) that neither you nor your Company will use any robot, spider, scraper or other automated means to access the SynergyFlow Client Platform for any purpose without our express written permission. Additionally, you agree (on your own behalf and on behalf of your Company) that neither you nor your Company will: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) interfere or attempt to interfere with the proper working of the site or any activities conducted on the SynergyFlow Client Platform; or (c) bypass any measures we may use to prevent or restrict access to the SynergyFlow Client Platform. 17. Term and Termination. 17.1 Term. Unless otherwise specified in the Order, the initial term of this Agreement will begin on the Effective Date and shall continue thereafter until the End Date specified in the Order (the “Initial Term”), and shall thereafter automatically renew for additional periods of one (1) year (each a “Renewal Term,” and collectively together with the Initial Term, the “Term”) unless either party provides written notice of its intention not to renew to the other party at least forty five (45) days prior to expiration of the current term, and no sooner than ninety (90) days prior to the expiration of the current term. If no End Date is specified in the Order, the End Date will be one year from the Effective Date of this Agreement. 17.2 Termination. Either party may terminate this Agreement if the other party materially breaches this Agreement and such breach has not been cured within thirty (30) days of providing notice thereof. ValueVision, in its sole discretion, may terminate this Agreement and your Company’s Service with ValueVision, Your Company’s passwords, and/or its account, and remove any content within the Service for any reason, including and without limitation, the lack of use, or if Value Vision believes that your Company has violated or acted inconsistently with the letter or spirit of these Terms of Service. Your Company agrees that any termination by Value Vision of access to the Service under any provision of this Agreement may be effected without prior notice. Your Company agrees that ValueVision shall not be liable to it or any third-party for any termination of access to the ValueVision Service. 17.3 Effect of Termination. Upon expiration or termination for any reason, your Company (and its Internal and External Users) shall discontinue all use of the Service and Provided Content, and return any and all software, Provided Content and documentation provided by ValueVision. No later than the end of the Term, your Company shall return to ValueVision any and all ValueVision Services, equipment, software, documentation or other deliverables provided to your Company by ValueVision including any copies thereof held by your Company. Following the termination of these Terms of Service, you will immediately discontinue use of the SynergyFlow Client Platform and Services, provided that you will have 7 calendar days to download and backup your content. It is your responsibility download and back up all Client Materials desired within this 7 calendar days period. ValueVision shall not be responsible to you or any third party (including in the case of Internal Users, any External User) for any deleted Client Materials after the aforementioned period. 18. Suspension; Termination. Value Vision may suspend your, your Company’s and/or (in the case of Internal Users) your External Users access to the SynergyFlow Client Platform and/or Services and or terminate these Terms of Service, in its sole discretion, upon written notice in the event that you or your Company or (in the case of Internal Users) any of your External Users violate these Terms of Services, or where ValueVision reasonably believes such action is necessary to protect the security or integrity of the SynergyFlow Client Platform and/or Services or any data thereon. 19. Feedback. ValueVision shall have a royalty-free, worldwide, perpetual license to use or incorporate into the SynergyFlow Client Platform and/or Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you and/or your Company relating to the operation of the SynergyFlow Client Platform and/or Services. 20. Release In the event that you have a dispute with one or more other users of the SynergyFlow Client Platform and/or Services, you and your Company release ValueVision (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. 21. No Warranty Your, your Company’s and (in the case of Internal Users) your External Users use of and browsing of this SynergyFlow Client Platform and/or Services are at your and their own risk. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SYNERGYFLOW CLIENT PLATFORM, EVERYTHING ON THE SYNERGYFLOW CLIENT PLATFORM AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE INFORMATION CONTAINED ON THIS SYNERGYFLOW CLIENT PLATFORM AND/OR PROVIDED IN CONNECTION WITH THE SERVICES, AND SPECIFICALLY DISCLAIM ANY WARRANTY AS TO THE SUITABILITY, RELIABILITY, TIMELINESS OR ACCURACY OF THE INFORMATION CONTAINED ON THIS SYNERGYFLOW CLIENT PLATFORM AND/OR PROVIDED IN CONNECTION WITH THE SERVICES FOR ANY PURPOSE. VALUEVISION DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYNERGYFLOW CLIENT PLATFORM OR THE SERVERS THAT MAKES SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state. 22. Limitation on Liability ValueVision assumes no liability in the event that legal action is taken against you by a third party as a result of content you (or if applicable) your External Users publish on our SynergyFlow Client Platform, whether for copyright infringement or any other illegal activity related to such content. You represent and warrant (on your own behalf and on behalf of your Company) that you and/or your Company own or otherwise control all of the rights to the content that you and/or your Company post; that the content is accurate; that use of the content you and/or your Company supply does not violate this policy and will not cause injury to any person or entity; and that you and your Company will indemnify ValueVision and its affiliates for all claims resulting from content you supply. IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SYNERGYFLOW CLIENT PLATFORM, ANY CONTENT THEREON, OUR SERVICES OR THESE TERMS OF SERVICE (HOWEVER ARISING, INCLUDING NEGLIGENCE) OR YOUR USE THEREOF, WHETHER IN A CONTRACT ACTION OR BASED ON NEGLIGENCE, OR OTHER TORT ACTION, OR ANY OTHER CLAIM WHATSOEVER, EVEN IF VALUEVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU AND YOUR COMPANY’S EXCLUSIVE REMEDY AND VALUEVISION, ITS SUPPLIERS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY YOUR COMPANY, UP TO THE GREATER OF THE AGGREGATE AMOUNTS PAID BY YOUR COMPANY AND RECEIVED BY VALUEVISION HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR FIFTY US DOLLARS ($50). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. YOU AND YOUR COMPANY HEREBY RELEASE VALUEVISION, ITS SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION. 23. Indemnity You and your Company agree to defend, indemnify and hold ValueVision and any affiliated ValueVision or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, (a) related to any violation of these terms by you, your Company or your authorized users (including in the case of Internal Users, your External Users), or (b) in connection with the use of the SynergyFlow Client Platform or the Internet or the placement or transmission of any message or information on this SynergyFlow Client Platform by you, your Company or your authorized users (including in the case of Internal Users, your External Users), or (c) your violation of any law or the rights of a third party. 24. Beta Version You and your Company acknowledge that certain features of the SynergyFlow Client Platform and Services, as identified by ValueVision as beta features are pre-release features and may not work properly, or conform to your particular purposes or needs (“Beta Components”). You and your Company acknowledge that your (and your Company’s) use of any Beta Components may expose you and your Company to unusual risks of operational failures, and that you and your Company will use it only for purposes that conform with such risks. Accordingly, you and your Company assume all risks associated with utilizing Beta Components in a live production environment. ValueVision may terminate the Beta Components at any time, in ValueVision’s sole discretion. ValueVision’s later released version may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the commercial release or subsequent releases. With respect to Beta Components, we may provide limited technical support for your use of the Beta Components. This level of support may be less than our standard level of service. You and your Company agree to provide prompt feedback regarding your and your Company’s experience with the Beta Components in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems that you may experience. You and your Company agree that we may use your and their feedback for any purpose, including product development purposes. Any intellectual property inherent in your or your Company’s feedback or in other materials you and/or your Company deliver to us for our review which directly arises from your and/or your Company’s testing of the Beta Components shall be assigned to and owned exclusively by ValueVision unless you and/or your Company first obtain our consent, prior to delivering to us, to accept materials without transfer of intellectual property rights. 25. Force Majeure Neither ValueVision nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers. 26. General. These Terms of Service shall be governed in all respects by the laws of the State of Washington as such laws are applied to agreements entered into and to be performed entirely within Washington between Washington residents. We do not guarantee continuous, uninterrupted or secure access to our SynergyFlow Client Platform or Services, and operation of the SynergyFlow Client Platform may be interfered with by numerous factors outside of our control. If any provision of these Terms of Service are held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree (on your own behalf and on behalf of your Company) that these Terms of Service and all incorporated agreements may be automatically assigned by ValueVision in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you, your Company or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Service set forth the entire understanding and agreement between us with respect to the subject matter hereof. All provisions of these Terms of Service which by their nature should survive termination shall survive termination; including, but not limited to, intellectual property rights, limitation of liability, disclaimer of warranty and indemnification. 27. Copyright Infringement. ValueVision respects the intellectual property rights of others, and ask you to do the same. It is our policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact us at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed, and identification of the time(s) and date(s) the material that you claim is infringing was displayed on the Service; (3) your address, telephone number, and email address; (4) 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; and (5) 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. If you believe that your user content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your user content, you may send a counter-notice containing the following information to the copyright agent: (1) your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the Western District of Washington and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the copyright agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion. Our designated agent for notice of copyright infringement can be reached at: ValueVision, Inc., Attention: Copyright Notice, 33530 1st Way S #102, Federal Way, WA 98003, copyright@valuevision.com. 28. Copyright Notice All text, images, animation, videos, music, sounds, SynergyFlow Client Platform design, graphics, text selections, arrangements, and all software are Copyright © 2021.