UNIFYCLOUD, LLC END USER LICENSE AGREEMENT THIS UNIFYCLOUD, LLC. (“COMPANY”) END USER LICENSE AGREEMENT (“AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS BETWEEN COMPANY AND SUBSCRIBER (TOGETHER THE “PARTIES”). BY ACCESSING OR USING THE SERVICES OR RESULTS OF THE SERVICES IN ANY WAY, INCLUDING WITHOUT LIMITATION, CLICKING THE “I ACCEPT” BUTTON, ACCESSING COMPANY’S WEBSITES OR NETWORKS, USING THE SERVICES, OR REGISTERING, YOU AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT YOU MAY NOT ACCESS OR USE THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO AGREE TO THE AGREEMENT ON BEHALF OF SUCH ENTITY AND THAT SUCH ENTITY AND ITS AFFILIATES ALSO AGREE TO AND ARE BOUND BY THE AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR SUCH ENTITY DOES NOT AGREE WITH THESE TERMS, YOU AND THEY MAY NOT USE THE SERVICES. THE TERM “SUBSCRIBER” OR “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED DURING REGISTRATION, OR WHO OTHERWISE ACCESSES OR USES THE SERVICES OR RESULTS OF THE SERVICES. CAPITALIZED TERMS NOT OTHERWISE DEFINED IN TIS AGREEMENT ARE DEFINED IN SECTION 12. THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION THE SUFFICIENCY OF WHICH THE PARTIES CONFIRM, THE PARTIES HEREBY AGREE TO THE ABOVE AND THE FOLLOWING TERMS AND CONDITIONS. 1. REGISTRATION 1.1 Registering Your Account. To use certain features of the Services, You will need to create an account with Company (“Account”), and provide certain information as prompted during the registration process. 1.2 Registration Data. You represent and warrant that: (a) all registration information provided is truthful and accurate; and (b) You will maintain and update such information to ensure its accuracy. Company may suspend or terminate Your Account and/or this Agreement in accordance with Section 9 (Term and Termination). You are responsible for maintaining the confidentiality of your Account login information and You are fully responsible for all activities that occur in relation to Your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of Your Account or any other breach of security. You shall be liable for any damages or liabilities associated with the unauthorized use of Your Account. 2. LICENSES, SERVICES AND OBLIGATIONS 2.1 Licenses from Company. (a) License to Use Services. Subject to the compliance with the Terms and Conditions of this Agreement, including the payment of applicable fees, and Section 4.2 (Limitations of Use), Company grants to Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, license to use the Services, during the Term, solely for Subscriber’s internal business purposes, in accordance with the Documentation, and to use and reproduce a reasonable number of copies of the Documentation solely for Subscriber’s internal use to support Subscriber’s use of the Services and Authorized Customer Services. (b) License to Disclose to Authorized Customers. Subject to the compliance with the Terms and Conditions of this Agreement, including the payment of applicable fees, and Section 4.2 (Limitations of Use), Company grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, license, during the Term, to provide Authorized Customer Services to Authorized Customers. 2.2 License from Subscriber. Subscriber grants Company a non-exclusive, worldwide, royalty-free, fully paid up license to the Content: (a) to provide the Services; (b) to perform its obligations under this Agreement; (c) to monitor, troubleshoot, develop, improve, and offer company products and Services; and (c) access Registered Devices for the purpose of providing the Services and to exercise its rights under this Section and the Agreement. Except as otherwise provided in this Agreement, Subscriber retains all right, title and interest in and to its Content. 2.3 Minimum Terms. Prior to providing services to a customer related to the Services, Subscriber shall: (a) enter into a valid written agreement with such customer, where such agreement conspicuously states that Customer must enter into this Agreement with Cloud Atlas, Inc, and that this Agreement shall be a valid binding agreement between Authorized Customer and Cloud Atlas, Inc. 2.4 Minimum Technical Environment. Subscriber is responsible for providing and maintaining, at its own costs and expense, the minimum required technology, systems, and dependencies necessary to use and access the Services, including without limitation all hardware, software, operating systems, network connectivity, and other technologies required to access and utilize the Services. 2.5 Standard Support. Company will provide Subscriber with support in accordance with Company’s standard support policies and procedures as made available by Company from time to time. 2.6 Updates. During the Term of this Agreement, Company may, in its sole discretion, provide Updates to the Service. Updates (if any) will be deemed to be part of the Services under this Agreement. Company is not obligated to provide any Updates to the Services. 3. FEES AND PAYMENTS 3.1 Payment. Subscriber agrees to pay all fees or charges in accordance with Company’s fees, charges, and billing terms in effect at the time a fee or charge is invoiced or collected. Subscriber must provide Company with valid credit card (Visa, MasterCard or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to registering for the Company Services. Subscriber’s Payment Provider agreement governs use of the designated credit card account, and Subscriber must refer to that agreement and not the terms of this Agreement to determine its rights and liabilities. By providing Company with its credit card number and associated payment information, Subscriber agrees that Company is authorized to immediately invoice and immediately take payment for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. Subscriber agrees to immediately notify Company of any change in its billing address or the credit card used for payment hereunder. Company reserves the right at any time to change prices and billing methods, either immediately upon posting notice on the Website or by e-mail delivery to Subscriber. All payments made are nonrefundable unless otherwise expressly stated herein or as required under applicable law. Overdue fees are subject to late fees equal to two (2%) percent per month, or the maximum rate allowable by applicable law, whichever is higher. If Company takes steps to collect overdue fees, Subscriber shall be liable for all related collection costs and expenses, including but not limited to reasonable attorney’s fees. 3.2 Taxes. Company’s fees are net of any applicable sales, use, and excise taxes (“Taxes”). If any Company products or services, or payments for such products or services, are subject to Taxes in any jurisdiction and Subscriber has not remitted the applicable Taxes to Company, Subscriber will be responsible for the payment of such Taxes and any related penalties or interest to the relevant tax authority, and Subscriber will indemnify Company for any liability or expense it may incur in connection with such Taxes. Upon Company’s request, Subscriber will provide Company with official receipts issued by the appropriate taxing authority, or other such evidence that Subscriber has paid all applicable taxes. 4. OWNERSHIP AND LIMITATIONS 4.1 Ownership. As between Company and Subscriber, Company owns and retains all rights, title, and interests in and to Company Property, including but not limited to Services, Software, Documentation, and all Intellectual Property Rights therein and thereto. Except for any rights explicitly granted in Section 2.1, Company retains all rights, title and interests in and to Company Property, and Company makes no other licenses to Subscriber, either express, implied, or otherwise. 4.2 Limitations of Use. Subscriber’s rights granted in Section 2 of this Agreement shall automatically terminate upon breach of this Agreement, including without limitation breach of this Section 4.2 (Limitation of Use). Company understands and agrees that it shall not: (a) copy, modify, or make derivative works of Company Property; (b) sublicense, lease, sell, rent, use or otherwise transfer or make available the Company Property to any third-party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or equivalent of Company Property; (d) create a competing product to the Services; (e) remove, alter, cover, or distort any copyright, patent or other attribution on or in Company Property (including Software); (f) disclose or transmit any data contained in the Services to any third party or any person other than a Subscriber employee, except as expressly allowed herein; (g) use the Service to conduct or promote any illegal activities; (h) use the Service to generate unsolicited email advertisements or spam; (i) use the Services to stalk, harass or harm another individual; (j) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (k) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (l) use any trademark, tradename, or brand name of Company’s in metatags, keywords or hidden text; (m) use any portion of the Services or Website in any manner that may give a false or misleading impression, attribution, or statement as to the Company, or any third party; (n) use the Service to access mobile devices which Subscriber has not registered on its Account or for which Subscriber has not received the necessary consents from its users; or (o) subject the Software or Services or the outcome of the Software or Services to a competitive analysis or benchmark testing. Company may investigate any alleged violations, and, if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations. 5. WARRANTIES. 5.1 By Company. For a period of ninety (90) days after the Subscriber purchases the Services Company warrants to Subscriber that Company will use commercially reasonable efforts to remedy all Verified Faults that are brought to Company’s attention, in writing, within seven (7) days from its discovery. In the event Company cannot remedy any Verified Fault in accordance with the foregoing sentence within a reasonable amount of time, Company shall, as Subscriber’s sole and exclusive remedy: (a) provide the support set forth in Company’s standard support policies and procedures, or; (b) at Company’s sole and exclusive option, terminate the Agreement and provide Subscriber with a pro-rated refund of fees paid for the period of time when the Software was impaired by the Verified Fault. 5.2 By Subscriber. Subscriber represents and warrants that: (a) Subscriber has the authority to enter into this agreement personally (if Subscriber is an natural person), or on behalf of the entity entering into this agreement, and to bind that entity; (b) that any Content provided to Company as part of the Services shall not infringe Company’s or any third-party Intellectual Property Rights; (c) Subscriber shall use the Services in a manner that is in compliance with all applicable laws and regulations; and (d) Subscriber shall comply with the terms and conditions of this Agreement, including without limitation Section 4.2 (Limitations of Use). 6. DISCLAIMERS. THE LIMITED WARRANTY SET FORTH IN SECTION 5.1 IS MADE FOR THE BENEFIT OF SUBSCRIBER ONLY AND REPRESENTS SUBSCRIBERS SOLE AND EXCLUSIVE REMEDY FOR BREACH OF COMPANY’S WARRANTIES. EXCEPT FOR THE ABOVE LIMITED WARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PROPERTY, INCLUDING WITHOUT LIMITATION THE WEBSITE, SOFTWARE, DOCUMENTATION, AND SERVICES ARE PROVIDED “AS IS,” AND COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, TITLE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, WITH RESPECT TO THE AGREEMENT, THE SERVICES, COMPANY PROPERTY, USE, MISUSE, OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER MATERIALS, PRODUCTS OR SERVICES PROVIDED TO SUBSCRIBER BY COMPANY. COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SOFTWARE AND SERVICES SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR LIMITATIONS AND IN SUCH A CASE THESE DISCLAIMERS SHALL APPLY TO THE FULL EXTENT ALLOWED BY LAW. COMPANY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE USE OR THE RESULT OF USE OF ANY CONTENT OR THE SERVICES, INCLUDING IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. TO THE FULLEST EXTENT AVAILABLE UNDER LAW, IN NO EVENT WILL COMPANY, ITS EMPLOYEES, ATTORNEYS, MANAGERS, OFFICERS, DIRECTORS, AFFILIATES OR AGENTS (“COMPANY PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, AND BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, PRODUCT LIABILITY, INFRINGEMENT OF ANY PROPERTY RIGHT (INCLUDING INTELLECTUAL PROPERTY RIGHTS), MISAPPROPRIATION, FUNDAMENTAL BREACH, OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICES, CONTENT OR DATA, REGARDLESS OF WHETHER OR NOT COMPANY OR ANY OTHER PARTY OR PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES RELATED TO THE LOSS OF OR DAMAGE TO ANY DATA OR CONTENT WHETHER YOURS, YOUR USER’S OR ANOTHER PARTY’S, OR FOR THE UNAVAILABILITY OF DATA OR CONTENT INCLUDING BUT NOT LIMITED TO THE UNAVAILABILITY OF THE SERVICES. UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON DATA STORED ON OR IN THE SERVICES, INCLUDING CONTENT, MAY BE DELATED WITHOUT NOTICE, AND SUBSCRIBER AGREES THAT COMPANY SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY SUCH DELETION OF SUBSCRIBER OR OTHER PARTY’S DATA OR INFORMATION OF ANY KIND. THE SERVICES MAY LINK TO MATERIAL OR OTHER SITES HOSTED BY THIRD PARTIES ON THE INTERNET. COMPANY DOES NOT SPONSOR OR ENDORSE SUCH SITES, AND DISCLAIMS ALL LIABILITY WITH REGARDS TO THE ACCESS TO OR USE OF SUCH SITES AND ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES OFFERED BY SUCH SITES, OR OTHERWISE OFFERED BY ANY THIRD PARTY. 7. LIMITATION OF LIABILITY THE MAXIMUM TOTAL CUMULATIVE LIABILITY OF COMPANY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED (A) THE FEES PAID BY SUBSCRIBER TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CAUSE GIVING RISE TO SUCH LIABILITY, IF THE AGREEMENT HAS BEEN IN EFFECT ONE YEAR OR MORE, OR (B) THE FEES PAID SUBSCRIBER TO COMPANY PURSUANT TO THIS AGREEMENT MULTIPLED BY THE FRACTION BY 12/N (WHERE N EQUALS THE NUMBER OF WHICH MONTHS THE AGREEMENT HAS BEEN IN EFFECT), IF THE AGREEMENT HAS BEEN IN EFFECT FOR LESS THAN ONE YEAR. SOME STATES OR JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND IN SUCH A CASE THIS LIMITATION AND EXCLUSION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PARTIES AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON SUCH TERMS AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 8. INDEMNIFICATION 8.1 By Company. Company shall indemnify and hold harmless Subscriber and their respective officers, directors, shareholders, employees, agents, contractors, from and against any and all losses, claims, demands, damages, liabilities, expenses (including reasonable attorneys’ fees), causes of action, judgments, fines, settlements, and other amounts (collectively, “Subscriber Claims”) by any third party, arising from, in connection with, or related in any way, directly or indirectly, to: (i) a final judgment or award resulting from such Subscriber claims or (ii) those damages agreed to by Company in a monetary settlement of such Subscriber Claim. If any portion of the Software or the Services becomes, or in Company’s opinion is likely to become, the subject of a claim of infringement, Company may, at Company’s option: (a) procure for Subscriber the right to continue using the Software or the Services; (b) replace the Software or the Services with non-infringing software or services; (c) modify the Software or the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees actually paid by Subscriber to Company for the remainder of the term then in effect, and upon such termination, Subscriber will immediately cease all use of the Software, Documentation, and Services. Notwithstanding the foregoing, Company shall have no obligation under this section or otherwise with respect to any infringement claim that would not have arisen but for (x) any use of the Software or the Services not in accordance with this Agreement or as specified in the Documentation; (y) any use of the Software or the Services in combination with any Subscriber or third party products or services, including without limitation, equipment, software, hardware, data, and networks, not supplied by Company; or (z) any modification of the Software or the Services by any person other than Company or its authorized agents. This subsection states the sole and exclusive remedy of Subscriber and the entire liability of Company, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for Subscriber Claims for infringement. 8.2 By Subscriber. Subscriber shall indemnify and hold harmless Company and its Affiliates, and their respective officers, directors, shareholders, employees, agents, contractors, subcontractors, successors, and assigns from and against any and all losses, claims, demands, damages, liabilities, expenses (including reasonable attorneys’ fees), causes of action, judgments, fines, settlements, and other amounts (collectively, “Company Claims”) by any third party arising from, in connection with, or related in any way, directly or indirectly, to: (a) any negligent act or omission by Subscriber; (b) any breach or alleged breach by Subscriber of this Agreement or of its representations or warranties under this Agreement; or (c) the use of the Company Materials in combination with any Subscriber products or services or a third party’s products or services, including but not limited to intellectual property infringement claims relating thereto. Subscriber shall have the option to undertake and control the defense and settlement of any such Company Claim; provided, however, that Company may participate in any such proceeding at its own expense with counsel of its own choosing. 8.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. 9. TERM AND TERMINATION 9.1 Term of Agreement. Except as otherwise specified in the applicable purchase order, this Agreement commences on the date Subscriber uses the Services or accesses the Website, or otherwise agrees to this Agreement (the “Effective Date”), and continues for a period of twelve (12) months (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for additional one (1) year terms (“Subsequent Renewal Terms”), unless either party gives written notice of its intent not to renew at least ninety (90) days prior to the end of the Initial Term or then current Subsequent Renewal Term. The Initial Term together with any applicable Subsequent Renewal Term shall be the “Term”. If Subscriber is authorized to use the Services for a 30-day free trial period and does not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 30-day free trial period. 9.2 Termination. Either party may terminate this Agreement for breach of this Agreement upon thirty (30) days’ written notice if such breach is not cured during such notice period. Company may terminate this Agreement without notice if Subscriber breaches the Agreement and the breach is of the nature, in Company’s sole opinion, that it is not curable, or if such breach includes a breach of Section 4.2 (Limitations of Use), or for breach of Subscribers Confidentiality obligations under this Agreement or breach of Company’s Intellectual Property Rights. Company may cancel, suspend or block your use of the Services or Websites without notice if there has been any actual or suspected breach of this Agreement by Subscriber. Upon termination of this Agreement for any reason, Subscriber shall immediately cease using the Services and return to Company all Company Property in Subscriber’s possession. 9.3 Survival. Subscriber’s payment obligations and Sections 2.2, 3.2, 4.1, 6, 7, 8.2 9, 10, 11, and 12 shall survive the expiration or termination of this Agreement. 10. CONFIDENTIAL INFORMATION 10.1 Definition. Each party acknowledges that in the course of performing under this Agreement, it may learn of or have access to confidential, trade secret, or proprietary information concerning the other party or third parties to whom the other party has an obligation of confidentiality (“Confidential Information”). Without limiting the foregoing, Company Property, including without limitation, the Services and Documentation shall be deemed Confidential Information. Confidential Information shall also include, without limitation, the terms of this Agreement, Company’s fees and pricing, either party’s business information, financial information, employee information, information regarding new products, marketing plans, business plans, customer names and lists, or any other information that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information may be disclosed in a variety of forms, including but not limited to verbal, electronic, and or written communication. 10.2 Non-Disclosure of Confidential Information. Unless otherwise agreed upon in writing by the parties or expressly authorized under this Agreement, each party agrees that: (a) it will use the other party’s Confidential Information only as necessary to perform its obligations, or receive the Services under this Agreement; (b) it will treat the other Party’s Confidential Information as confidential and proprietary and will not disclose such information to any third party without the prior written consent of the other party, and; (c) it shall take at least such precautions to protect the other party’s Confidential Information as it takes to protect its own Confidential Information, and in no case less than commercially reasonable precautions to protect the other party’s Confidential Information. Upon termination or expiration of this Agreement, unless otherwise required by regulation, you agree to return to Company all Company Confidential Information, including tangible items containing any Company Confidential Information held by you or your employees, agents, contractors, or subcontractors. You shall have a written agreement with any agent, contractor, or subcontractor that has access to Company Confidential Information, providing that such party agrees to restrictions and conditions that are substantially similar to those that apply through this Agreement to you with respect to such Company Confidential Information. Each party agrees to notify the other party if it becomes aware of any unauthorized use or disclosure of the other party’s Confidential Information. Each party shall be responsible for any breach of its confidentiality obligations by its respective employees, agents or contractors. The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that in the event Company Confidential Information is used in a manner that is not explicitly authorized herein, or in a manner that violates the terms and conditions of this Agreement, Company shall be entitled, without waiving other rights or remedies, to injunctive or equitable relief as Company may request in any court of competent jurisdiction, without the need to post a bond. If either party believes it is required by law or by a subpoena or court order to disclose any of the other party’s Confidential Information, it shall promptly notify the other party and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief prior to any disclosure. 11. GENERAL 11.1 Governing Law and Venue. This Agreement, and all related disputes between the parties under or relating to this Agreement, whether in contract, tort or otherwise, shall be governed by the laws of the State of Washington, without reference to conflict of laws principles, and the parties agree that all legal actions shall be brought in the court of competent jurisdiction within King County, in the State of Washington (except that Company may bring an action for an injunctive relief or other equitable relief in any proper jurisdiction and/or venue). The parties hereby waive any claim of lack of jurisdiction or inconvenient forum within the venues and jurisdictions agreed to herein. To the extent allowed by law, Subscriber and Company agree that any proceedings to resolve or litigate any dispute, whether in arbitration, in court, or otherwise, will be conducted solely on an individual basis, and that neither Subscriber nor Company will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which Subscriber or Company acts or proposes to act in a representative capacity. Subscriber and Company further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of Subscriber and Company and all parties to any such proceeding. The provisions of this section are to be enforced to the maximum extent legally available. 11.2 Export. Subscriber shall not export or re-export or permit transshipment thereof, directly or indirectly the Software or Services: (a) to any country that requires an export license or other governmental approval, without first obtaining such license or approval; (b) in violation of any U.S. export laws or any other restrictions, laws or regulations, or; (c) to any country restricted by the U.S. export laws and regulations. 11.3 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party by courier or by a nationally recognized commercial overnight service. Notice will be effective upon receipt or refusal of delivery. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Notices to Company shall be addressed to 8201 164TH Ave NE Suite 200, Redmond, WA 98052, USA. Notices to Subscriber shall be sent to the address provided during registration. Each party may change its address for receipt of notice by giving notice of such change to the other party. 11.4 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, or shall be severed from the remainder of the Agreement or applicable Section, and the remaining provisions of the applicable Section and Agreement will continue in full force and effect to the maximum extent permitted by law. 11.5 Force Majeure. Neither party will be liable to the other in any way whatsoever for any failure or delay in performance of any obligation under this Agreement (other than obligations to make payments), arising out of any event or circumstance beyond the reasonable control of such party, including without limitation acts of God, earthquakes, fires, floods, power outages, pandemics, interruptions in telecommunication services, acts of utility providers, civil disturbances, strikes, labor disputes, and governmental actions of general applicability, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. 11.6 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. 11.7 Injunctive Relief. Subscriber acknowledges that the Company Property, Company Confidential Information, and all Intellectual Property related thereto and therein is the valuable property of Company, and that any actual or threatened breach by Subscriber of Company’s Intellectual Property Rights or Confidential Information shall be deemed to cause immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy. In such case, Company shall be entitled to immediate injunctive relief without the requirement of posting bond, and including an order that any Company Property, or any portions thereof, that Subscriber attempts to import into any country or territory be seized, impounded and destroyed by customs officials. 11.8 Assignment. Neither party may assign this Agreement or any of its rights, duties, or obligations under this Agreement to any third party without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Company may without the consent of Subscriber assign its rights and delegate its obligations under this Agreement to a purchaser of all or substantially all of its capital assets or to an entity with which Company merges or is consolidated, or to any parent or subsidiary entity, or to a successor in interest. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. 11.9 Independent Contractors. Subscriber’s relationship to Company is that of an independent contractor, and neither party is an agent, employee, or partner of the other. Subscriber will not have, and will not represent to any third party that it has, any authority to act on behalf of Company. 11.10 Entire Agreement. This Agreement and any agreement or terms incorporated by reference herein shall constitute the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes all prior verbal or written discussions or agreements between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Subscriber and the Company. 11.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constituting one and the same instrument. 12. DEFINITIONS. Capitalized terms shall have the meanings set forth in this section if not previously defined. 12.1 “Authorized Customer” means a customer of Subscriber were Subscriber and such customer have complied with the obligations in Section 2.3 (Minimum Terms). 12.2 “Authorized Customer Services” means the results of the Services provided to Authorized Customers, use of Company tools authorized to be used by Authorized Customers, and reports created in or from the Services made available or provided to Authorized Customer by Subscriber. 12.3 “Authorized Users” means Subscriber and each Authorized Customer. 12.4 “Company Property” means all Company products, services, and offerings, including without limitation, the Services, Software, Documentation, Website, and all Company systems, networks, APIs, websites or other materials that are either owned or operated by Company. 12.5 “Content” means any content or data, including Subscriber Data and Authorized Customer Data submitted to or accessible by Company or used with or in the Services by Subscriber or Authorized Customer. 12.6 “Verified Fault” means a reproducible failure of a material nature regarding the Software, which amounts to a substantial non-conformance with specifications contained in the Documentation. 12.7 “Documentation” means the technical materials provided by Company to Subscriber in hard copy or electronic form describing the use and operation of the Software. 12.8 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. 12.9 “Registered Device” means any device that has been registered with or is used with User Account. 12.10 “Services” means Company’s products, services, currently in existence or yet to be developed, and related technologies and materials authorized by Company for use by its customers or Subscribers. Services include but are not limited to the Website, Cloudpilot®, Cloudrecon®, Cloudorigin®, Cloudsupervisor Azure®, and Cloud Supervisor O365®. 12.11 “Software” means the software programs and any associated user interfaces and related technology that Company uses related to the Services pursuant to this Agreement. 12.12 “User Data” means the data collected by Company in connection with the Services, including data from or relating to Authorized Customers, Registered Devices, or Authorized Users’ customers or end users. 12.13 “Website” means any Company website. 12.14 “Update” means an update, upgrade, enhancement or any other improvement to the Services that, in its discretion, Company makes generally available to other subscribers as part of the standard Services.