The use of this website is subject to the following terms of use: • Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offence. • Your use of this website and any dispute arising out of such use of the website is subject to the laws. Last Updated: 10-01-2018 These Terms of Service (“Terms”) apply to your access to and use of the websites, applications and other products and services (collectively, our “Services”) provided by Prime Focus Technologies, Inc., and our affiliates and subsidiaries (“Prime Focus”, “we”, “us”, or “our”). These Terms supplement the agreement (“Contract”) entered into between us and end customer (“Customer”) and governs your access and use of the Services. In the event of a conflict between the terms and conditions included in these Terms and the terms and conditions included in the Contract, the terms and conditions included in the Contract will control. By accessing or using the Services, you agree to these Terms. If you do not agree to these Terms, do not access or use our Services. We reserve the right to modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the website or updating the “Last Updated” date at the beginning of these Terms. The amended Terms will be effective 30 days after the date they are posted. By continuing to access or use the Services after the effective date, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. If you do not agree to the revised Terms, you may not access or use the Services. If you have any questions about these Terms of Service, please contact us atinfo@primefocustechnologies.com. 1. User Accounts and Account Security Under our Contract, our Customer is permitted to authorize access to the Services for its employees and contractors. You are being granted access to use the Service by us on behalf of our Customer. We provide you with a username and temporary password (“Provided Information”). It is up to you to register for an account with the Provided Information. If you register for an account, you must provide accurate account information, including your name, email address and a permanent password, and promptly update this information if it changes. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are solely responsible for all activity on your account. You are not permitted to share or disclose to others your account credentials for any reason. Unless otherwise specified in Licensing or Master Service Agreements that overrule, We reserve the right, without notice and in our sole discretion, to suspend or terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services. 2. Privacy Please refer to our Privacy Policy for information about how we collect, use and disclose information about you. By accessing or using our Services, you acknowledge and agree to the terms contained within the Privacy Policy. 3. Prohibited Conduct and Content You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not: • Use or download any Customer content (“Customer Content”) provided through our Services for personal use or in any way that violates the Customer’s rights in such Customer Content; • Use or attempt to use another user’s account; • Use our Services in any matter that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner; • Bypass or circumvent any content-filtering techniques or measures employed to prevent or limit access to any part of our Services; • Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services; or • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms. 4. Limited License; Copyright and Trademark Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Prime Focus Content”) are owned by or licensed to Prime Focus and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Prime Focus and our licensors reserve all rights in and to our Services and the Prime Focus Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Service and Prime Focus Content; however, such license is subject to these Terms and does not include any right to (a) sell or resell our Services, or Prime Focus Content; (b) copy, reproduce, distribute, publicly perform or publicly display Prime Focus Content, except as expressly permitted by us or our licensors; (c) modify the Prime Focus Content, remove any proprietary rights, notices or markings, or otherwise make any derivative uses of our Services or Prime Focus Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Prime Focus Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. 5. Indemnification To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Prime Focus, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Prime Focus Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Services, including Customer Content; (b) your violation of these Terms; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with our Services. You agree to promptly notify Prime Focus Parties of any Claims, cooperate with Prime Focus Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Prime Focus Parties will have control of the defense or settlement, at Prime Focus’s sole option, of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in the Contract. 6. Limitations of Liability The Contract will govern any and all damages related to your use of the Services, and Prime Focus and the other Prime Focus Parties will not be liable to you under any theory of liability–whether based in contract, tort, negligence, warranty or otherwise–for any direct, indirect, consequential, incidental, or special damages or lost profits, even if Prime Focus or the other Prime Focus Parties have been advised of the possibility of such damages. 7. Release To the fullest extent permitted by applicable law, you release Prime Focus and the other Prime Focus Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. Prime Focus does not control, endorse or take responsibility for any actions made by third parties. 8. Miscellaneous These Terms and your access to and use of our Services will be governed by, construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. By accessing or using our Service, you explicitly consent to the jurisdiction of the state or federal courts of California, respectively, sitting in Los Angeles County, California. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Los Angeles County, California These Terms, along with any Contract that you or your organization has entered into with Prime Focus, constitute the entire agreement between you and Prime Focus relating to your access to and use of our Services. The failure of Prime Focus to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. 9 .Disclaimers We do not control, endorse or take responsibility for any third-party content, including Customer Content, available on or linked to by our Services. We do not endorse or take responsibility for any third-party activity performed with our Services. We do not control, endorse or take responsibility for any of your actions while accessing our Services. our use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Prime Focus does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Prime Focus attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Service.