1 Terms and Conditions 1.1 Forthright Materials and Use of Forthright Materials Forthright will own the software to allow remote access to the Client Desktop and any installation media necessary for the Client and its Authorized Users to access the Cloud Workspace Infrastructure. Forthright will own any other products listed in Schedule A 1.0 and / or labeled as being provided by Forthright. In consideration of Client’s performance of its obligations expressly set forth in this Agreement, Forthright grants Client a limited non-transferable, royalty-free, non-exclusive right, for the Term of this Agreement, to use the Forthright Materials in connection with Client’s access to the Cloud Workspace Infrastructure solely for Client’s internal business purposes. Client agrees not to, and not to engage others to, copy, modify, distribute, sell, or lease any part of the Services or included software. Client further agrees not to reverse engineer or attempt to extract the source code from the software without Forthright’s written permission. Client agrees that when a Client Application requires or includes downloadable software, the software may be updated automatically on Client’s device once a new version or feature is available and Client hereby authorizes said updates without the need for further notice or authorization. 1.2 Representatives On the Schedule A 1.0, each Party shall appoint a designated representative and liaison to serve as the primary contact person between the Parties (each, a “Representative”). The Client Representative shall deliver to Forthright the Client Applications, answer any questions that arise concerning the Client Applications, the Client owned media and the Client documentation, provide feedback to Forthright’s Representative during the Setup Period, serve as the final authority to approve the setup and otherwise serve as the contact person for the Forthright Representative for any other issues that may arise. Either party may change its Representative by notifying the other party of the change in writing. 1.3 Privacy It is the policy of Forthright to respect Client’s privacy and Forthright agrees to comply with all laws and regulations applicable to the gathering, processing, storing, transmitting and dissemination of personal information. In this respect Forthright will not disclose any personal information about Client’s Users, without Client’s prior written consent, unless such action: (i) is required by law or regulation, but only to the extent and for the purposes of such law or regulation; (ii) is in response to a valid order of a court or other governmental process; or (iii) is with written permission of Client, in compliance with any terms or conditions set by Client regarding such disclosure. 1.4 Authorized Users and Use of Hosting Services Cloud Workspace Services provided to Client and Authorized Users may only be used for lawful purposes and by individuals that are not barred from using such services. Transmission or storage of any information, data or material in violation of any U.S. federal or state regulations or law is prohibited, including, but not limited to, material protected by copyright, trade secret, or any other statute, threatening material, or obscene material. Forthright may, from time to time, impose additional reasonable and normal restrictions on the use of the Cloud Workspace Services. Client and Authorized Users will be notified of such additional restrictions in advance if possible. 1.5 Regulatory Compliance Client is responsible for compliance with any and all laws and regulations that may be applicable to the use and maintenance of the Client Applications and Client data, information, communications, records and operation of Client’s business, as well as the expense of compliance with such laws and regulations. Client shall specify all such applicable laws and regulations of which Forthright should be aware. 1.6 Forthright Warranties Forthright warrants to Client that: (i) Forthright shall perform the Setup Services and any Additional Services as specified in Schedule A 1.0 in a workmanlike manner and with diligence and skill; and (ii) the Setup Services shall provide the number of Client Seats as set forth in the Schedule A 1.0 access to the Cloud Workspace Services in accordance with the required bandwidth supplied to Forthright by Client as set forth in the Setup Period form. Subsections (i) and (ii) above shall be referred to each as a “Forthright Work Warranty” and together as the “Forthright Work Warranties”. ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. NO WARRANTY IS MADE BY Forthright REGARDING ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH, IN CONNECTION WITH, OR LOCATED ON THE Forthright SERVERS OR OTHER SERVICES PROVIDED BY Forthright, AND, EXCEPT AS PROVIDED HEREIN, Forthright HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND/OR ANY WARRANTIES OF NON-INFRINGEMENT. For Forthright’s breach of any Forthright Work Warranty, subject to the terms of the Agreement Client’s sole remedy is that Forthright will undertake reasonable efforts to perform the Services so that they conform with the terms of the Forthright Work Warranty. 1.7 Client Warranties Client represents and warrants to Forthright that: (i) the Client Materials do not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and (ii) Client owns or has the right to use the Client Materials and all proprietary or intellectual property rights therein, or has authorization from the vendor to copy, use and display the Client Materials on and within the Client Cloud Workspace; and (iii) Client further warrants to immediately notify Forthright in writing of any known or suspected infringement upon, or misuse of, Services. 1.8 Limitation of Liability THE AGGREGATE LIABILITY OF FORTHRIGHT HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE AGENTS AND EMPLOYEES THEREOF) IN CONNECTION WITH DIRECT DAMAGES ARISING UNDER THIS AGREEMENT, SHALL NOT EXCEED THE AMOUNT THAT CLIENT PAID TO FORTHRIGHT FOR THE MONTH PERIOD IMMEDIATELY PRECEEDING THE CAUSE OF ACTION REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE). 1.9 Assignment Forthright may assign any of its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, at any time in its sole discretion.