TERMS OF SERVICE - USER LICENSE AGREEMENT The following User License Agreement (this “ULA”) governs User’s (defined below) use of the software and services provided by Recruit Command, LLC(and its subsidiaries) (“Recruit Command”). This is a legal agreement between User and Recruit Command and incorporates Recruit Command’s Privacy Policy, which can be found at https://www.Recruit Command.com/privacy-policy. By registering User’s use of a Service (as defined below), User is agreeing to be bound to the terms of this ULA. 1. DEFINITIONS. (a) “Authorized User” shall mean an individual User or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users. (b) “Business Administrator” shall mean a User with authority to designate additional Authorized Users and/or Business Administrators. (c) “Confidential Information” shall mean the Content and any information, technical data, or know-how considered proprietary or confidential by either party to this ULA including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this ULA, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises. (d) “Content” shall mean any information User upload or post to the Service and any information provided by User to Recruit Command in connection with the Service, including, without limitation, information about User’s Authorized Users or Registered Clients. (e) “Downtime” means any period, greater than one (1) hour, within the Scheduled Available Time during which User is unable to access or use the Service because of an Error (as defined below), excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or sync functions of the Service. (f) “Error(s)” means the material failure of the Service to conform to its published functional specifications. (g) “Originating User” shall mean the undersigned User who has initiated the procurement of Services offered by Recruit Command and is assumed by Recruit Command to have the sole authority to administer the subscription. (h) “Recurring Downtime” means four (4) hours per month on the third Saturday of the month from 10:00 p.m. to 4:00 A.M. Mountain time, or another four (4) hour block as determined by Recruit Command, in its reasonable discretion and upon notice to the Business Administrator(s). (i) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User. (j) “Request” means a modification to the Service outside of the scope of the functional specifications. (k) “Scheduled Available Time” means 24 hours a day, 7 days a week. (l) “Scheduled Downtime” means the time period identified by Recruit Command in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time. (m) “Service” shall mean any software or services provided by Recruit Command. Specifically, the term “Service” includes software operated as a “managed solution” of Microsoft Dynamics 365™. (n) “Uptime Percentage” means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month. Uptime Percentage will be calculated by Recruit Command solely using records and tools available to Recruit Command. (o) “User” shall refer to the purchaser of Services and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on User’s behalf. (p) “Security Emergency” shall mean a violation by User of this ULA that (a) could disrupt (i) Recruit Command’s provision of the Service; (ii) the business of other Users to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third-party access to the Service. 2. LIMITED LICENSE & USE OF THE SERVICE. 2.1. User is granted a non-exclusive, non-transferable, limited license to access and use the Service. 2.2. Recruit Command does not review or pre-screen the contents of electronic data uploaded or posted to the Service (“Content”) by Authorized Users and Recruit Command claims no intellectual property rights with respect to the Content. 2.3. Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without express written permission from Recruit Command. 2.4. Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Recruit Command, or any other software or service provided by Recruit Command. 2.5. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this ULA. 2.6. Except for the non-exclusive license granted pursuant to this ULA, User acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with Recruit Command. 2.7. Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). Recruit Command reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this ULA, including, but not limited to, removal of such Public Content. 2.8. Recruit Command reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice. Continued use of the Service following any modification constitutes User’s acceptance of the modification. 2.9. Recruit Command reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two (2) business days’ notice prior to any such suspension. Such notice shall be provided to the Business Administrator(s) in advance by way of notification within the Service, email or other notification method deemed appropriate by Recruit Command. Further, Recruit Command shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to User, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Recruit Command will use the same notification methods listed in this Section to provide updates as to the nature and duration of any temporary suspension. 2.10. User grants to Recruit Command a non-exclusive, royalty free right during User’s use of the Service, to use the Confidential Information for the sole purpose of performing Recruit Command’ obligations under this ULA in accordance with the terms of this ULA. Such rights shall include permission for Recruit Command to generate and publish aggregate, anonymized reports on system usage and Content trends and type. 3. ACCESS TO THE SERVICE. 3.1. User is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service. 3.2. Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users. 3.3. The initial Business Administrator shall be the Originating User with authority to administer the subscription and designate additional Authorized Users and/or Business Administrators. Each subscription may designate multiple Authorized Users as Business Administrator. Any Business Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Business Administrator will provide notice to Recruit Command of the need to deactivate an active User if the Business Administrator wishes to terminate access to the Service for any Authorized User. 3.4. Business Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service. 3.5. As between Recruit Command and User, any Content uploaded or posted to the Service remains the property of User. Upon cancellation or termination of Services the Business Administrator(s) and/or Originating User shall be solely responsible for the removal, migration, and/or other such activity related to the Content. User specifically acknowledges that upon cancellation or termination of Services all Content shall be deleted as part of the termination process and the removal of Services and agrees that it and the Business Administrators are solely responsible for the retention of Content prior to such cancellation or termination. The foregoing notwithstanding, upon request and at User’s sole cost and expense, Recruit Command shall delay the deletion of Content for a maximum of thirty (30) days following termination so that User may export, migrate, backup, and/or otherwise remove the Content from the Services. 3.6. Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) approved or provided by Recruit Command subject to the following conditions: (a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by this ULA; (b) Recruit Command shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Recruit Command has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API, and will not provide Support Services related to such use; (c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Recruit Command, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; (d) Recruit Command shall not be responsible for the use of an API that causes or permits access to related software or features that are not part of the Services; (e) If, following the rendering of Support Services, it is determined that the misuse of an API was the cause of the Error, then User shall be responsible to compensate Recruit Command on a time and materials basis related to such Support Services at a rate of $225.00 per hour; and (f) Recruit Command reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice. Other than related to the API, all access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited 4. CONFIDENTIALITY. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this ULA. 5. SECURITY AND ACCESS. User will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service. User will also implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify Recruit Command upon suspicion that a username and password has been lost, stolen, compromised, or misused. 6. LEGAL COMPLIANCE. Recruit Command maintains that its primary duty is to protect the Content to the extent the law allows. Recruit Command reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If Recruit Command is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this ULA, then Recruit Command will provide User with prompt written notice (to the extent permitted by law) prior to such disclosure so that User may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Recruit Command may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose. 7. PAYMENT, REFUNDS AND SUBSCRIPTION CHANGES. 7.1. Users with paid subscriptions will provide Recruit Command with a valid credit card for payment of the applicable subscription fees, which fees shall be described in a Subscription SaaS Order (each, an “Order”). All subscription fees are exclusive of all federal, state, municipal or other taxes which Users agree to pay based on where the User is primarily domiciled. In addition to any fees, the User may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges. 7.2. Users with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period, will not be charged. Monthly Users will thereafter be charged in advance each thirty (30) days. Annual Users will thereafter be charged annually on the anniversary date of the initial subscription charge (or Users that have agreed to multi-year subscriptions pursuant to an Order shall be charged annually, or monthly, as indicated in such Order, pursuant to this Section 7.2). All charges are final and non-refundable, including payments made by Annual Users. 7.3. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a User. 7.4. There are no charges for canceling a subscription, and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle. 7.5. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available storage capacity provided by or associated with the Service. 7.6. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Business Administrator, or in the form of an announcement on the Service. 7.7. User is responsible for paying all taxes associated with the subscription to the Service. If Recruit Command has the legal obligation to pay or collect taxes for which User is responsible under this Section, the appropriate amount shall be invoiced to and paid by User, unless User provides Recruit Command with a valid tax exemption certificate authorized by the appropriate taxing authority. 7.8. Any and all payments by or on account of the compensation payable under this ULA shall be made free and clear of and without deduction or withholding for any taxes. If User is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Recruit Command receives an amount equal to the sum it would have received had no such deduction or withholding been made. 8. CANCELLATION AND TERMINATION 8.1. Business Administrators are solely responsible for canceling subscriptions. Subject to the terms of the relevant Order, a Business Administrator may cancel its subscription at any time pursuant to this ULA. 8.2. Recruit Command in its sole discretion has the right to suspend or discontinue providing the Service to any User without notice for actions that are (a) in material violation of this ULA and/or (b) create a Security Emergency. 8.3. If (i) Authorized Users use the Service to materially violate this ULA in a way that does not create a Security Emergency; (ii) Recruit Command provides User with commercially reasonable notice of this violation; (iii) Recruit Command uses commercially reasonable efforts to discuss and resolve the violation with User; and (iv) despite the foregoing, the violation is not resolved to Recruit Command’s reasonable satisfaction within thirty (30) days of such notice, then Recruit Command reserves the right to suspend access to the Service. 8.4. User acknowledges that the Services are integrated with and/or dependent upon various Microsoft™ products, all of which licenses to Microsoft™ products may be retained by Customer following the termination of an Order (in Customer’s sole discretion). However, upon termination of an Order, all Services related to such Order shall be removed and/or restricted so that User is unable to access the Services. Specifically, all Services shall be removed from User’s Microsoft Dynamics 365™ “Tenant.” 9. LIMITATION OF LIABILITY 9.1. Recruit Command shall not be liable for, and User waives the right to claim, any loss, injury, claim, liability or damage of any kind resulting in any way from the Services. 9.2. USER AGREES THAT THE LIABILITY OF RECRUIT COMMAND ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT USER HAS PAID FOR THE SERVICE PURSUANT TO THIS ULA WITHIN THE SIX (6) MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. USER FURTHER AGREES THAT RECRUIT COMMAND IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS ULA. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER RECRUIT COMMAND HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EACH PROVISION OF THIS ULA THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS ULA BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY RECRUIT COMMAND TO USER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS ULA. 9.3. User will solely be responsible for any damage and/or loss of Content contained in User’s technology which occurs as a result of User’s electronic equipment and/or User’s computer system. 10. DISCLAIMER OF WARRANTIES 10.1. RECRUIT COMMAND HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY RECRUIT COMMAND. 10.2. Recruit Command makes no warranty that its services when provided to User in digital or electronic format will be compatible with User’s computer and/or other equipment, or that the Services will be secure or error free. Nor does Recruit Command make any warranty as to any results that may be obtained from the use of the Service. 10.3. Recruit Command hereby disclaims all warranties of any kind related to User’s hardware or software beyond the warranties provided by the manufacturer of User’s hardware or software. 11. INDEMNIFICATION 11.1. User hereby agrees to indemnify and hold harmless Recruit Command from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorney fees, which arise from or relate to the following: (a) Authorized Users’ breach of any obligation stated in this ULA, and (b) Authorized Users’ negligent acts or omissions. User will undertake, at User’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Recruit Command. Recruit Command reserves the right to participate in the defense of the claim, suit, or proceeding, at Recruit Command’ expense, with counsel of Recruit Command’s choosing. 11.2. Recruit Command shall defend, indemnify and hold User harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against User by a third party alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this ULA, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that User (a) promptly gives written notice of the Claim to Recruit Command; (b) gives Recruit Command sole control of the defense and settlement of the Claim; and (c) provides to Recruit Command all reasonable assistance. Recruit Command shall not be required to indemnify User in the event of: (x) modification of the Service by User in conflict with User’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by Recruit Command to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this ULA to the extent that the infringement or misappropriation would not have occurred but for such use. 12. SERVICE LEVEL COMMITMENT. Commencing on the date the Service to User commences (the “Subscription Term”), Recruit Command will provide Service Level Commitments (“SLC”) Credits (defined in subsection 12.2 below) and Support Services in accordance with the SLC and Support Services Terms as defined herein. 12.1. Scope of Service Level Commitments. Recruit Command’s obligations do not extend to Errors or other issues caused by: (a) any modification of the Service made by any person other than Recruit Command; (b) any third-party hardware or software used by User or any Registered Clients except as otherwise provided in the then current Documentation; (c) the improper operation of the Service by User or Registered Clients; (d) the accidental or deliberate damage to, or intrusion or interference with the Service; (e) the use of the Service other than in accordance with any user Documentation or the reasonable instructions of Recruit Command; (f) ongoing test or training instances of the Service provided to User; or (g) services, circumstances or events beyond the reasonable control of Recruit Command, including, without limitation, any force majeure events, the performance and/or availability of local Internet service provider employed by User, or any network beyond the demarcation or control of Recruit Command. 12.2. Scheduled Downtime and Guaranteed Uptime. Recruit Command will use commercially reasonable efforts to provide at least twenty-four (24) hours’ prior notice before undertaking any Scheduled Downtime. Commencing on the effective date of the applicable Subscription Term, in the event the Service experiences an Uptime Percentage of less than 99% in any calendar month, Recruit Command will provide to User a credit (“SLC Credit”) equal to the credit percentage identified in the table SLC Credits table below multiplied by User’s fees paid to Recruit Command for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). However, notwithstanding anything to the contrary contained herein, SLC Credits shall not be provided in the event Recruit Command’s failure to meet the Uptime Percentage was due solely to a Microsoft™ service degradation or outage. User acknowledges and agrees that Recruit Command shall not be liable for any Downtime caused by Microsoft™. User will submit a SLC Credit request to Recruit Command in writing within thirty (30) days of such Downtime. The SLC Credit is User’s sole and exclusive remedy for any failure by Recruit Command to meet any performance obligations pertaining to the Service, including, without limitation, any support obligations except as provided in the ULA. Recruit Command reserves the right to temporarily suspend User’s or a Registered Client’s access to the Service as set out in the ULA. Any such suspensions based on repairs, technical problems, outages or maintenance services will be subject to the SLC. 12.3. Availability of SLC Credits. Users who are past due on any payments owed to Recruit Command are not eligible to receive SLC Credits. Recruit Command will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, User must notify Recruit Command within thirty (30) days from the time User becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit User’s right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by User for the corresponding month. 12.4. Support Services. Recruit Command will provide support services to assist User in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to User’s site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modeling. SLC CREDITS TABLE Uptime Percentage: Credit Percentage: Equal to or greater than 98% but less than 99.9% 10% Less than 98% 25% 12.5. Recruit Command will provide email and/or phone support as specified, excluding Recruit Command corporate holidays and national U.S. holidays except where noted. 13. MISCELLANEOUS. 13.1. User acknowledges and agrees that Recruit Command may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. 13.2. Recruit Command may provide the ability to integrate the Service with third party products and services that User may use at User’s option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. User agrees that Recruit Command has no liability arising from User’s use of any integrations or arising from the third-party products and services. Recruit Command can modify or cancel the integrations at any time without notice. For purposes of calculating downtime the calculation does not include the unavailability of any integration or any third-party products or services. 13.3. User acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. User agrees to accept that risk and will not hold Recruit Command liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Recruit Command, with strict business reasons, may access and transfer the Content and only to provide User with the Service. 13.4. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. 13.5. This ULA constitutes the entire agreement between Authorized Users and Recruit Command and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and Recruit Command (including, but not limited to, any prior versions of this ULA). 13.6. Recruit Command reserves the right to amend this ULA. In the event of material changes to this ULA, Recruit Command will notify Users, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by User after reasonable notice will be considered acceptance of any new terms. 13.7. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this ULA in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this ULA. Any attempt by a party to assign its rights or obligations under this ULA in breach of this Section shall be void and of no effect. 13.8. This ULA and User’s relationship with Recruit Command shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Utah, and shall be considered to have been made and accepted in Utah without regard to its conflict of law provisions. All disputes under this ULA will be resolved by the courts of Utah located in Salt Lake City, and User hereby consent to the jurisdiction of and venue in such courts and waives any objection as to inconvenient forum. 13.9. User represents and warrants that: (i) he/she has all necessary power and authority to enter into this ULA; (ii) upon the execution of an Order, this ULA shall be construed as being duly and validly authorized by all necessary actions (corporate or otherwise) on the part of User and no other proceedings on the part of User are necessary to authorize the effectiveness of this ULA; (iii) this ULA constitutes a legal, valid and binding agreement of User enforceable in accordance with its terms against User, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and by general principles of equity.