B2B Technologies Terms of Use THESE TERMS OF USE (THESE “TERMS OF USE”) STATE THE TERMS AND CONDITIONS UPON WHICH ACCESS TO OR USE OF MAD365 - THIS SERVICE, THE B2B TECHNOLOGIES SERVICE AND RELATED SERVICES (THE “SERVICE”) OFFERED BY B2B TECHNOLOGIES, LLC, DOING BUSINESS AS B2B TECHNOLOGIES (“B2B, B2B TECHNOLOGIES ” “WE” or “OUR”) MAY BE PROVIDED TO ENTITIES WHO USE OR SEEK TO USE THE SERVICE (EACH, A “USER” OR “YOU”). THESE TERMS OF USE ARE NOT A CUSTOMER SUBSCRIPTION AGREEMENT AND DO NOT GRANT YOU THE RIGHT TO USE THE SERVICE. ALL USERS OF THE SERVICE MUST BE AUTHORIZED TO USE THE SERVICE BY B2B TECHNOLOGIES OR WHERE APPROPRIATE BY AN AUTHORIZED RESELLER, THE “SERVICE AGREEMENT”). OTHER THAN AS EXPRESSLY PROVIDED HEREIN, THESE TERMS OF USE IMPOSE NO OBLIGATIONS ON B2B TECHNOLOGIES TO ANY USER, AND NO USER SHALL ACQUIRE ANY RIGHT AGAINST B2B TECHNOLOGIES BY VIRTUE OF THESE TERMS OF USE OR THE USER’S USE OF THE SERVICE. B2B TECHNOLOGIES’ ONLY OBLIGATIONS WILL BE TO ITS CUSTOMERS. Use of Services Please read these Terms of Use carefully before you use any aspect of the Service. By using B2B Technologies.com, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy found at https://www.b2btech.com/privacy-notice/ and incorporated herein by reference. If you do not want to agree to these Terms of Use, you may not use the Services. These Terms of Use are in addition to any terms, conditions, representations, warranties and covenants in the Services Agreement. By using this Service, you represent and warrant that you are of legal age to form a binding contract with B2B Technologies and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service. 2. Changes to the Terms of Use Subject to any restrictions in the Services Agreement, B2B Technologies may revise and update these Terms of Use from time to time in its sole discretion. All changes to these Terms of Use are effective immediately when we post them and apply to all access and use of the Website and the Services thereafter. B2B Technologies may require acceptance on the modified Terms of Use as a condition to any Users’ initial use or continued use of the Service. Notwithstanding the foregoing, your continued use of the Service shall constitute acceptance of any revisions and updates to these Terms of Use. You are expected to check this page from time to time so that you are aware of any changes these Terms of Use, as they are binding on you. 3. Accessing the Services and Account Security B2B Technologies will not be liable to any User if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, B2B Technologies may restrict access to some parts of the Services or the entire Service, to Users for scheduled maintenance or for other purposes. To access the Service or some of the resources it offers, you may be asked to provide certain account access details or other information. It is a condition of your use of the Service that all the information you provide on the Service be accurate, current and complete, and you represent that all such information will be accurate, current and complete. You agree that all information you provide to register with the Service or otherwise, including through the use of any interactive features on the Service, is governed by our Privacy Policy at https://www.b2btech.com/privacy-notice/ , which we may update from time to time in our discretion, and you consent to all actions B2B Technologies takes consistent with our Privacy Policy. If you select or are provided with a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential and must not provide third parties with, or permit third parties to use, user names, passwords or other security information. You agree not to permit any other person to authorize the account associated with your user account and password (sometimes referred to as your “account”) and not to use the account of, or to impersonate, any other person. You agree to notify B2B Technologies immediately of any unauthorized access to or use of your user account or password or any other breach of security with respect to the Services involving your account. B2B Technologies shall have the right to disable any user account, password or other identifier, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. 4. Intellectual Property Rights The Service and its entire contents, features and functionality are owned by the B2B Technologies, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and/or other intellectual property or proprietary rights laws. B2B Technologies services are provided subject to the license terms included in the Master Service Agreement. No right, title or interest in or to the Services or any rights associated with the service is transferred to Users. Users shall not copy, modify, sublicense, distribute, rent, lease, convey, translate, disassemble, reverse engineer or decompile any portion of the Service and related B2B Technologies software and other intellectual property. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. If any User violates these Terms of Use, the rights of such User may be terminated immediately. 5. Trademarks The marks “B2B “B2B Technologies”, “B2B Technologies”, and all related and derivative names, logos, products and service names, designs and slogans are trademarks of B2B Technologies or its affiliates or licensors. You must not use such marks without the prior written permission of B2B Technologies. All other names, logos, product and service names, designs and slogans on this Services or the Website (the “Website”) are the trademarks of their respective owners. 6. Services Software; Restrictions. B2B Technologies will provide the Customer with: (i) access and use of the software (in object code format only), (ii) access and use of Customer’s Portal as necessary for Customer to receive the Services purchased (the “Software”) and the applicable written directions and/or policies relating to the Services, which may be in paper or electronic format (the “Documentation” and collectively, with the Services, the “Products”), or a combination thereof, to enable Customer to receive the Services and access the B2B Technologies product (“MAD365”). B2B Technologies grants to Customer and each authorized User of Customer a limited, nontransferable, royalty-free and nonexclusive license to access and use during the Term of the Agreement only, the Products, subject to the restrictions set forth below. Customer (i) will use the Product for its internal security purposes, or for the internal security purposes of Customer’s affiliates purchasing Services, and (ii) will not, for itself, any affiliate of Customer or any third party: (a) sell, rent, license, assign, distribute, or transfer any of the Products; (b) decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the Software; (c) copy any Software or Documentation, except that Customer may make a reasonable number of copies of the Documentation for its internal use (provided Customer reproduces on such copies all proprietary notices of B2B Technologies or its suppliers); or (d) remove from any Software, Documentation or Equipment any language or designation indicating the confidential nature thereof or the proprietary rights of B2B Technologies or its suppliers. In addition, Customer will not, and will not permit unaffiliated third parties to: (i) use the Products on a time-sharing, outsourcing, service bureau, hosting, application service provider or managed service provider basis; (ii) alter any aspect of any Software or B2B Technologies Service or Configuration; or (iii) assign, transfer, distribute, or otherwise provide access to any of the Products to any unaffiliated third party or otherwise use any Product with or for the benefit of any unaffiliated third party. As between Customer and B2B Technologies, B2B Technologies will own all right, title and interest in and to the Products and Services. The Agreement does not transfer or convey to Customer, and User or any third party any right, title or interest in or to the Products and Services or any associated intellectual property rights, but only a limited right of use as granted in and revocable in accordance with the Agreement. B2B Technologies will retain ownership of all copies of the Documentation. Without limiting the foregoing, B2B Technologies will own all right, title and interest in all intellectual property in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in B2B’s provision of the Service. 7. Customer Data By entering this Agreement and by using the Services, Customer consents to, and hereby agrees that B2B Technologies may access Customer’s networks and computer systems including the access to and use, disclosure, interception, transmission, receipt, analysis, processing, copying, editing, encryption, decryption, and storage of Customer’s information and that of its employees, agents and those it authorizes to use the Service, whether encrypted or in clear text (“Customer’s Information”) for the purpose of providing the Services, including, without limitation, analyzing Customer’s log traffic, and for storage and retention of Customer’s Information for future reference and analysis. Customer represents and warrants that it complies with all applicable data collection and transfer laws and regulations of the countries in which it operates and that it has duly obtained all consents, permits or licenses, in writing or electronically that may be necessary under applicable laws from its employees, agents, and those it authorizes to use the Services in order to enable B2B Technologies to provide the Services under the Agreement. Prior to using the Services, or at any other time reasonably determined by B2B Technologies, Customer will provide B2B Technologies true and correct copies of such consents. Customer further agrees to use the Service provided hereunder only in the United States of America. B2B Technologies disclaims any interest in any data provided by Customer and/or its affiliate(s) to B2B Technologies and/or a accessed or used by B2B Technologies or transmitted by Customer and/or its affiliate(s) to B2B Technologies in connection with B2B Technologies’ provision of the Services, including, but not limited to, Customer’s and/or its affiliate(s)’ data included in any written or printed summaries, analyses or reports generated in connection with the Services (the “Customer Data”). Customer represents and warrants that it has the necessary rights, power and authority to transmit Customer Data to B2B Technologies under the Agreement and to consent to B2B Technologies’ use of Customer Information as described herein. B2B TECHNOLOGIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY B2B TECHNOLOGIES’S ANALYSIS OF CUSTOMER DATA, OR ANY OTHER ACTION OR OMISSION, IN COMPLIANCE WITH THIS PARAGRAPH. During the term of the Services, Customer grants to B2B Technologies a limited, non-exclusive license to use the Customer Data solely for the purposes contemplated by the Agreement and for B2B Technologies to perform the Services thereunder. Additionally, B2B Technologies may need to make design choices to technically administer the Services, for example, how to replicate, store, scale, cluster, compress, decompress or backup the Customer Data, and Customer hereby gives B2B Technologies full permission to make any such design choice. 8. Deletion of Customer Data upon Termination of Service PRIOR TO THE TERMINATION OF THE SERVICE AGREEMENT, IT IS THE OBLIGATION OF CUSTOMER TO MAKE ANY REQUIRED COPIES OF ANY CUSTOMER DATA. YOU AUTHORISE B2B TECHNOLOGIES TO DELETE ALL CUSTOMER DATA WITHOUT BACKING IT UP THIRTY (30) DAYS AFTER TERMINATION OF THE SERVICE AGREEMENT. B2B TECHNOLOGIES WILL NOT BE LIABLE UNDER ANY LEGAL THEORY FOR ANY LOSS OR DAMAGE CAUSED BY THE DELETION OF ANY OR ALL CUSTOMER DATA FOLLOWING THE TERMINATION OF THE SERVICE AGREEMENT OR FOR ANY DELETIONS OF CUSTOMER DATA BY THE CUSTOMER OR ANY USERS OF THE CUSTOMER. IT IS CUSTOMER’S RESPONSIBIILTY TO BACK UP ALL OF ITS DATA. 9. Reliance on Information Posted All information presented on the Service is made available solely for general information purposes. B2B Technologies does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. 10. Changes to Service Certain aspects of the Service may be in beta, technical preview, or otherwise not yet released into general availability (“Previews”) or may not otherwise be available to you despite a reference to the same contained herein. Previews are made available to you on the condition that you agree to these additional terms. Notwithstanding anything contained herein, PREVIEWS ARE PROVIDED “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE,” AND ARE EXCLUDED FROM THE LIMITED WARRANTY. Previews may not be covered by customer support. Previews may be subject to reduced or different security, compliance and privacy commitments, as further explained in our Privacy Statement, and any additional notices B2B Technologies provides with a Preview. B2B Technologies may change or discontinue Previews at any time without notice. B2B Technologies also may choose not to release a Preview into production. 11. Geographic Restrictions B2B Technologies is based in the Atlanta, Georgia in the United States. B2B Technologies provides the Services for use only by persons located in the United States. B2B Technologies makes no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries Disclaimer of Warranties B2B TECHNOLOGIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY BREACHED IDENTITY, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA NETWORK OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE. NEITHER B2B TECHNOLOGIES NOR ANY PERSON ASSOCIATED WITH B2B TECHNOLOGIES MAKES ANY WARRANTY OR REPRESENTATION TO ANY USER WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, FUNCTIONALITY OR AVAILABILITY OF THE SERVICE WITHOUT LIMITING THE FOREGOING, NEITHER B2B TECHNOLOGIES NOR ANYONE ASSOCIATED WITH B2B TECHNOLOGIES REPRESENTS OR WARRANTS THAT THE SERVICE WILL BE RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE WILL OTHERWISE MEET THE NEEDS OR EXPECTATIONS OF CUSTOMER OR ANY USER. EXCEPT FOR THE WARRANTY SET FOR ABOVE, B2B TECHNOLOGIES PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES. B2B TECHNOLOGIES HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. 13. Limitation of Liability B2B TECHNOLOGIES’S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ALL CLAIMS OF LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE GIVING RISE TO A CLAIM FOR LIABILITY. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THE AGREEMENT. You acknowledge and agree that B2B Technologies cannot and does not guarantee the Service, or any Customer Data, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. B2B TECHNOLOGIESB2B TECHNOLOGIES’S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ALL CLAIMS OF LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT AND THESE TERMS OF USE SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SPECIFIC SERVICE(S) GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE (12) MONTH PERIOD. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Disclaimer of Liability: This Section shall survive any expiration or termination of the Agreement. 14. Disclaimer of Liability IN NO EVENT WILL B2B TECHNOLOGIES, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY WEBSITES ASSOCIATED WITH IT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 15. Limitation on Time to File Claims ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 16. Applicable Law The parties agree that this agreement, any the services hereunder, or any claim, dispute or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, common law, and equitable claims) between customer and B2B Technologies arising from or relating to this agreement, the service, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement or any related purchase shall be governed by the laws of the state of Georgia, without regard to conflicts of law principles. The parties agree that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to this Agreement and/or the Services shall be brought exclusively in Georgia and United States Courts for Fulton County, Georgia (the “Courts”). Customer and B2B Technologies agree to submit to the personal jurisdiction of the Courts, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such Courts and to venue in such Courts. This Agreement will be interpreted and construed in accordance with the English language. This Agreement incorporated herein constitute the entire agreement between the parties and supersedes all other documents or statements. 17. Waiver and Severability No waiver by B2B Technologies of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of B2B Technologies to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 18. Entire Agreement These Terms of Use, the Online Master Services Agreement and our Privacy Policy constitute the sole and entire agreement between you and B2B Technologies with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service.