This Valvora Services and Equipment Rental Agreement (“Agreement”) is effective as of the date that you accept this Agreement or first use of the Valvora Products (“Effective Date”) and is by and between PS Technology, Inc., d/b/a Valvora.com (“Valvora”) and you (hereinafter “Customer”) and governs your use of the Valvora Products (as defined herein). Valvora may modify this Agreement, from time to time, including any referenced policies and/or exhibits. Any modified version will be effective at the time it is posted. Your use or continued use of the Products shall indicate your continued acceptance of these terms. PLEASE PRINT THIS AGREEMENT FOR YOUR RECORDS.

THE PRODUCTS ARE PROVIDED TO YOU UNDER THE FOLLOWING TERMS AND CONDITIONS, WHICH OUTLINE WHAT YOU MAY AND MAY NOT DO WITH THE PRODUCTS, AND WHAT LIMITATIONS EXIST ON WARRANTIES AND REMEDIES RELATED TO THE PRODUCTS. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU USE OR INSTALL THE PRODUCTS. BY INSTALLING, ACTIVATING OR USING THE PRODUCTS IN ANY WAY, YOU BECOME A PARTY TO THIS AGREEMENT, AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL PROVISIONS HEREIN, AND HAVE THE AUTHORITY TO AGREE TO, AND WILL, BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF, AFTER READING THIS AGREEMENT, YOU DO NOT ACCEPT OR AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU MAY RETURN THE PRODUCTS ON THE CONDITIONS OUTLINED BELOW.

I. DEFINITIONS

A. “Affiliates” means any entity controlling, controlled by or under common control with Customer, where “control” is defined as (i) the ownership of at least fifty percent (50%) of the equity or beneficial interests of the entity; or (ii) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (iii) the power to exercise a controlling influence over the management or policies of the entity; or (iv) effective control over the entity’s IT systems and software development pursuant to a joint venture or otherwise.

B. “Authorized Users” means the number of users, including Customer employees and contractors, designated by Customer authorized to access and use the Products.

C. “Customer” means the person, company or entity that purchases and/or uses the Products under this Agreement.

D. “Equipment” means the actual hardware identified in the Order between Customer and Valvora.

E. “Intellectual Property Rights” means any and all right, title and interest, arising or existing as of the Effective Date or at any time thereafter, anywhere in the world, including, but not limited to, all copyright, moral rights, patent, patent registration, service mark, service name, trade name, trade secret, trademark, or other proprietary right arising or enforceable under any United States federal or state law, rule or regulation, non‑United States law, rule or regulation or international treaty.

F. “Order” means a rental commitment mutually agreed upon between Customer and Valvora.

G. “Preinstalled Software” means software that is installed on the Equipment.

H. “Premises” means the location referred to in the Order to which the Products are delivered.

I. “Product(s)” means the Equipment, Preinstalled Software and Services identified in the Order between Customer and Valvora.

J. “Price List” means Valvora’s price list, current at the time of the start of the Rental Period.

K. “Rental” means the rental of the Products by Customer subject to this Agreement.

L. “Rental Fees” means the sums payable by the Customer for the Rental of Products.

M. “Rental Period” means the period of time specified in the Order and commences on the day on which the shipping company delivers the Equipment to the Customer.

N. “Services” means the services provided by Valvora identified in the applicable Order, which may include training, testing, online access to a website, software as a service, and/or mobile application download services maintained by Valvora.

II. RENTAL

A. Rental Period. Customer hereby agrees to lease from Valvora, the Products identified in the Order on the terms and conditions outlined here. Customer acknowledges and agrees that this Agreement together with the Order shall apply to all Products leased by Customer from Valvora from time to time, and that Valvora shall, from time to time, modify, supplement and amend the Order to reflect the lease of additional, or the return of, Products by the Customer under this Agreement.

B. Shipment and Delivery. Shipping dates will be set out in the Order. Valvora will use reasonable and commercial efforts to deliver Products by such dates, but will not be liable in any way whatsoever for any delay or failure to do so. Risk of loss of all Products shall pass upon Valvora’s delivery to carrier for shipment to the Customer, unless otherwise agreed by Valvora, in writing. Choice of carrier and shipping method and route shall be at the election of Valvora. Customer is deemed to have accepted the Products upon delivery. Valvora shall pay all freight handling, delivery and insurance charges for shipment of the Products.

C. Installation and Maintenance during the Rental Period. Valvora will deliver operating instructions (the “Operating Manual”) with the Products. Customer shall be solely responsible, at its own cost and expense, to install, maintain and operate the Products prudently at all times and in compliance with the Operating Manual, this Agreement and all applicable laws and regulations. The Products shall be installed, maintained and operated by competent and qualified personnel only and for business purposes only. Valvora shall have no responsibility or liability whatsoever with respect to the Products other than the limited assistance outlined herein. During the Rental Period, Customer shall keep the Products in good condition and working order and shall only use the Products for their intended purposes. Customer shall not change or alter the Products without Valvora’s prior written consent.

D. Malfunction of Products During the Rental Period. Any malfunction in the Products during the Rental Period shall be reported by Customer to Valvora by email at custserv@pstechnology.com or by phone at 1-303-527-2148without delay, and by providing sufficient detail to Valvora such that it can provide reasonable support to Customer to resolve the problem. If the cause of the malfunction cannot be determined by e-mail or phone, Valvora shall so notify the Customer and Customer shall return the Products to Valvora within five (5) business days, at Valvora’s cost and expense. Valvora will investigate the malfunction to determine either:

1. that the malfunction was caused by user error, or insufficient operating skill of the Customer or its agents, in which case Valvora shall so notify the Customer and Valvora may, at its sole discretion:

i. fix the Products and return to Customer within ten (10) business days of receipt of the Products from Customer, and Customer shall be responsible for all costs related to the repair and shipping of the Products; or

ii. not return the Products to the Customer, in which case no refund or credit shall be given for the Rental Fees owing for the remainder of the Rental Period; or

2. that the malfunction is due to a manufacturing problem, or a problem not otherwise caused by the Customer or its agents, in which case Valvora shall so notify the Customer, and Valvora may, at its sole discretion:

i. fix the Products, or provide replacement Products, to the Customer, and return to the Customer within then (10) business days of receipt of the Products from the Customer, at no cost to the Customer. A maximum of ten (10) business days will be given to the Customer with respect to the Rental Fees for any malfunction of the Products; or

ii. not provide the Products to the Customer, in which case Valvora shall provide Customer with a credit for the Rental Fees paid for the remainder of the Rental Period, commencing on the day the Product was deemed non-functional by Valvora.

E. Liability of Customer During the Rental Period. During the Rental Period, Customer shall be solely responsible for any loss or damage to the Products, and for all claims, including but not limited to, workers’ compensation or claims for personal injury or damage to property, arising, directly or indirectly, out of the use or possession of the Products. Customer hereby assumes and shall bear the entire risk of loss for theft, damage, destruction or other injury to the Products from any and every cause whatsoever. No such loss, damage or destruction shall impair any obligation of the Customer under this Agreement, which shall continue in full force and effect. In the event of damage to, or loss or destruction of, the Products (or any component thereof), the Customer shall pay the total Rental Fees for the entire Rental Period. If the Product is damaged, the Customer also shall immediately return the Product to Valvora and will be responsible for all costs related to the repair of the Product. If the Product is lost or destroyed, Customer shall also pay the market value of the Product prior to such loss or damage. In the event of damage to, or loss or destruction of, the Product, this Agreement shall terminate on payment in full by the Customer of all costs and expenses outlined in this section.

F. Termination of Rental Agreement. This arrangement shall continue in full force and effect until:

1. the Product is returned by Customer to Valvora following the Rental Period, and all amounts due hereunder have been paid.

2. the Customer defaults in the performance of any obligations under this Agreement, and such default is not remedied within a period of ten (10) days following notice from Valvora of such default, at which time, Valvora shall have the right to enter the Customer’s Premises and remove the Product, without notice and without liability to Valvora thereof, and shall be entitled to pursue other remedies available to it at law and in equity which rights and remedies are cumulative. Customer acknowledges that the remedies contained in this Agreement are commercially reasonable, and notwithstanding the termination of this Agreement, the Customer shall continue to be responsible for the payment of any and all outstanding charges and costs incurred hereunder.

G. Return of Products.

1. Early Returns. Under no circumstances will the Customer be granted credit if the Product is returned prior to the expiration of the Rental Period.

2. Late Returns. Customer shall without delay inform Valvora if the Product will not be returned within one (1) day following the expiration of the Rental Period, and Valvora shall have the right to charge $500 per unit per day (“Late Charges”), which amount represents the reasonable estimated rental amount Valvora will not receive as a result of the late return. The Late Charges shall accrue and be charged until such date as the Product is physically received by Valvora.

3. No Returns. If the Product has not been returned within (30) days of the expiration of the Rental Period, in addition to the Late Charges, Valvora will have the right to charge the then-current market value of the Products to Customer.

H. Inspection Period. Upon receipt of the Products from Customer for any reason outlined herein, Valvora shall have a period of ten (10) business days (the “Inspection Period”) to inspect the Product and ensure it is undamaged, unaltered and in good working order and condition. If Valvora determines the Product is not returned in the condition required by this Agreement, Customer shall be responsible for all costs and expenses related to the repair of the Product. This right shall survive the expiration or termination of this Agreement.

I. Access Rights. Customer and its Affiliates may access and use the Products during the applicable Rental Period, subject to the terms and conditions of this Agreement. All use of the Products must be in accordance with the relevant documentation and policies. Customer shall be responsible for compliance with this Agreement by Customer and its Authorized Users in connection with their use of the Products.

J. Renewals. Rental Periods, can be extended by mutual agreement of the parties or your continued use of the Products (a “Renewal Term”). All Renewal Terms will be invoiced at Valvora’s then-current rates.

K. Support. Except as otherwise provided herein or in an applicable Order, standard maintenance and support for the Products, which may include generally released updates, upgrades, patches, and bug fixes thereto (“Support”), are provided to Customer at no additional fee during the Rental Period. Business hours for email and phone Support will be Monday through Friday 8 AM to 5 PM Central Time (CDT and CST). Email support requests should be directed to custserv@pstechnology.com. Phone support requests should be directed to 1-303-527-2148. Customers should expect a response within 24 hours during normal business hours.

L. Additional Services. Valvora may modify the Services or provide additional services and/or products under this Agreement from time to time in its sole discretion.

III. CUSTOMER OBLIGATIONS

A. Accounts and Passwords. As a registered user of the Service, you may be required to establish an account ("Account"). You are expressly prohibited from revealing your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify Valvora of any security breach of your Account. Valvora shall not be responsible for any losses arising out of the unauthorized use of your Account. You agree to provide accurate and complete information when you register with, and as you use, the Service ("Valvora Registration Data"), and you agree to update your Valvora Registration Data to keep it accurate and complete. You agree that Valvora may store and use the Valvora Registration Data you provide for use in maintaining your Account. Customer is solely responsible for the protection of the usernames and passwords of the Authorized Users’ and shall immediately notify Valvora of any unauthorized use of the Services. Customer is responsible for all use of the Services made through its accounts.

B. Conditions on Use of Services and Products. Customer will not, and will not allow any Authorized User or other third party to: (1) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) the Services to any third party (for use in its business operations or otherwise) or anyone else besides Authorized Users, or permit anyone besides Authorized Users to use any Valvora Products; (2) reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to the Services or any Valvora Products (including any data structure or similar materials produced by any Valvora Product(s)), except to the extent expressly permitted by applicable law (and in such event only upon advance written notice to Valvora); (3) modify, adapt or create derivative works of any Valvora Product(s); (4) remove or obscure any proprietary or other notices of Valvora or any third party contained in the Services or any Valvora Product(s) (including any information or data generated by the Services or any Valvora Product(s)); (5) publicly disseminate information regarding the performance of the Services or Product(s); (6) use the Services or Product(s) for commercial solicitation purposes or spam; (7) use the Valvora name, or any Valvora trademarks or logos (collectively, the “Marks”) without Valvora’s express written permission; or (8) commit any act or omission that could result in damage to Valvora’s or its suppliers’ or licensors’ goodwill or reputations.

C. Content and Materials. Customer agrees to provide and maintain systems and/or materials reasonably required by Valvora to perform the Services, including as applicable, but not limited to: (1) content and materials; (2) Customer or third party databases; and (3) Customer or third party applications, software and systems (collectively the “Customer Content and Materials”). Customer hereby grants to Valvora a limited, nonexclusive, royalty-free license to use, copy, display, store, modify and distribute the Customer Content and Materials for the purposes of fulfilling its obligations under this Agreement. Valvora shall not be liable hereunder for any Customer Content and Materials, including the failure by Customer to timely provide the Customer Content and Materials. Customer agrees that Valvora may, in its sole discretion, delete or remove any Customer Content and Materials, at any time, without notice.

D. Systems. Customer is responsible for its own Internet connection and must use software, systems and equipment compatible with the Services, as Valvora may specify in its applicable policies. Any Customer web browsers and other software must support the Secure Socket Layer (SSL) protocol or other protocols accepted by Valvora. Valvora is not responsible for any Customer data lost, altered, intercepted or stored across networks not owned or operated by Valvora.

IV. FEES AND PAYMENT

A. General. Customer agrees to pay the Rental Fees for the Products within fifteen (15) days from the date of invoice. All past-due amounts are subject to interest charges of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer will continue to be charged during any period of suspension. In event of any termination, any unpaid balance shall become immediately due and payable. The Rental Fees are payable unconditionally and absolutely net to Valvora without abatement, set-off, diminution, compensation or other deduction whatsoever, even if the Equipment does not operate as intended by the Customer or the Equipment is or becomes unacceptable for any other reason whatsoever.

B. Taxes. Prices are exclusive of all sales use, excise or other taxes. Customer shall pay all applicable taxes, including, but not limited to, sales, use, value added, excise, and other taxes, and assessments and charges, together with late fees or penalties on any such tax(es), assessment(s), and charge(s), now or hereafter assessed and/or levied by any jurisdiction against Customer’s use of the Products or the storage, sale, transportation, import, export, licensing, distribution or use of the Products, except for taxes on Valvora’s income. Anything herein to the contrary notwithstanding, if Customer’s billing address is in a State in which Valvora is registered with a State taxing authority for purposes of sales or similar tax remittance and the activities hereunder are taxable in such State, Valvora shall collect such tax from Customer and remit the sales tax imposed to the State taxing authority unless Customer provides written documentation of exemption at the time of sale. Customer shall defend, indemnify, and hold harmless Valvora and its affiliates officers, directors, representative, employees, agents, licensors and suppliers from and against any and all taxes, assessments, and charges which Customer is required to pay under the terms of this Agreement.

C. Unpaid Charges. Customer agrees to reimburse Valvora for any costs, expenses, or fees expended by Valvora in connection with any collection efforts against Customer, including reasonable internal and outside attorneys’ fees.

D. Audits. Upon commercially reasonable notice, Valvora (or its authorized agent) may audit the use of the Services and any third-party Products by Customer and its Authorized Users, provided such audit is during regular business hours. Customer will provide reasonable assistance and access to information in the course of any audit. All audits shall be performed at Valvora’s sole expense, except in the event the results of any audit demonstrate Customer’s use of the Services or any third-party Products is not in material accordance with the permitted scope of use. In the event that any audit reveals that Customer has exceeded its permitted number of Authorized Users, Valvora may invoice Customer for such unauthorized use and Customer will pay the invoice in accordance with the payment provisions herein.

V. OWNERSHIP RIGHTS

A. Title to Products During the Rental Period. During the Rental Period, title to the Products shall remain vested at all times with Valvora. No title or right to the Product shall pass to Customer, other than the right to maintain possession and use of the Product during the Rental Period, conditional on the compliance with this Agreement.

B. Ownership. Valvora and its licensors reserve all rights not expressly granted to Customer in this Agreement. All rights, title, and interest in and to all Intellectual Property Rights in the Products and/or Services, including, but not limited to, any content or information contained therein, any modifications, enhancements, or derivative works of the Products and/or Services and any underlying software (including any incorporated Feedback) and all copies thereof, are owned exclusively by Valvora or its licensors. This Agreement does not grant Customer any ownership right in or to the Products and/or Services or any third-party Products.

C. Feedback. “Feedback” means any feedback, comments, suggestions or materials that Customer may provide to Valvora about or in connection with the Services and any Products, including any ideas, concepts, know-how or techniques contained therein. Customer hereby grants Valvora a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Services. Customer agrees that Valvora may use all Feedback without any restriction or obligation on account of Intellectual Property Rights or otherwise. For clarity, no Feedback will be deemed Customer’s Confidential Information, and nothing in this Agreement limits Valvora’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

VI. CONFIDENTIALITY

A. Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, including without limitation: (1) each party’s respective business plans and processes; (2) financial and employee data; (3) proprietary technology and product information and designs; (4) any performance information relating to the Valvora Services; and (5) the terms of this Agreement, including any Order and pricing. Except as expressly authorized herein, Receiving Party must protect the Confidential Information at least as well as it does its own valuable and sensitive information of a similar nature and, in any event, with no less than a reasonable degree of care.

B. Protection. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (1) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (2) is or has become public knowledge through no fault of the Receiving Party; (3) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (4) is independently developed by employees of the Receiving Party who had no access to such information; or (5) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party may be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

C. Disclosure by Law. In the event Receiving Party is required by law, regulation, stock exchange requirement or legal process to disclose any of Disclosing Party’s Confidential Information, Receiving Party must (1) give Disclosing Party, to the extent possible, reasonable advance notice prior to disclosure so Disclosing Party may contest the disclosure or seek a protective order, and (2) reasonably limit the disclosure to the minimum amount that is legally required to be disclosed.

VII. INDEMNIFICATION

Customer must defend, indemnify, and hold harmless Valvora and its affiliates officers, directors, representative, employees, agents, licensors and suppliers from and against any and all claims, allegations, lawsuits, settlements, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third party claim relating to (A) any breach by Customer (including any of its Authorized Users) of this Agreement, including, but not limited to, any representations and/or warranties made herein; (B) any suit or claim that the Services and/or Products infringe the rights of, or misappropriate the property of, any entity or person, including, but not limited to, Intellectual Property Rights; (C) any breach by Customer (or its Authorized Users) of its confidentiality or data security obligations; or (D) any negligent act or omission, or intentional misconduct, of Customer (or its Authorized Users).

VIII. WARRANTIES; DISCLAIMERS OF WARRANTIES

A. General. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if Customer is an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

B. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, VALVORA AND ITS THIRD-PARTY SUPPLIERS/LICENSORS PROVIDE THE SERVICES AND ALL PRODUCTS (INCLUDING ANY SUPPORT AND MAINTENANCE) AS-IS, AS-AVAILABLE AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, VALVORA AND ITS THIRD-PARTY SUPPLIERS/ LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTY (1) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, SECURITY, COMPLIANCE WITH ANY LAW, RULE OR REGULARION, CERTIFICATION, CURRENTNESS OR COMPLETENESS OF THE SERVICES AND PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (i) THE USE OF THE SERVICES AND PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE SERVICES AND PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (iii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED, (iv) THE QUALITY OF THE SERVICES, PRODUCTS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICES OR PRODUCT RENTAL WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (v) ERRORS OR DEFECTS WILL BE CORRECTED, OR (vi) THE SERVICES OR THE PRODUCTS (OR ANY SERVER(S) THAT MAKE THE SERVICES OR THE PRODUCTS AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALVORA AND ITS THIRD-PARTY SUPPLIERS/LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO, AND ASSUME NO LIABILITY FOR, ANY SERVICES OR ANY PRODUCTS PROVIDED ON AN EVALUATION BASIS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE EXTENT ALLOWED BY LAW.

C. Services Facilities. The Services are controlled and operated from facilities in the United States. Valvora makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including export and import regulations.

IX. LIMITATION OF LIABILITY

A. LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF VALVORA OR ITS THIRD-PARTY SUPPLIERS/LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES OR PRODUCTS PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

B. OTHER DISCLAIMERS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT IN THE EVENT OF CUSTOMER’S BREACH OF ANY RESTRICTIONS RELATING TO THE SERVICES OR ANY PRODUCTS, IN NO EVENT SHALL EITHER PARTY (OR THEIR RESPECTIVE THIRD-PARTY SUPPLIERS/LICENSORS) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS REVENUE, GOODWILL OR DATA, OR COST OF COVER) WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. CUSTOMER SPECIFICALLY UNDERSTANDS AND AGREES THAT VALVORA (ON BEHALF OF ITSELF AND ITS THIRD-PARTY SUPPLIERS/LICENSORS) DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO LOSS, LOSS OF USE OR CORRUPTION OF ANY CUSTOMER CONTENT AND MATERIALS AND THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE GOODS.

C. Failure of Essential Purpose. The parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

X. GENERAL

A. Publicity Rights. Valvora may identify Customer as a customer in promotional materials. Customer may request that Valvora cease identifying Customer at any time by submitting an email to info@valvora.com. Requests may take thirty (30) days to process.

B. Assignment. Customer may not assign this Agreement without the prior written consent of Valvora (which consent will not be unreasonably withheld), provided that the assignee agrees to be bound by the terms and conditions contained in this Agreement. Valvora may assign its rights and obligations under this Agreement in whole or in part without consent of Customer. Any permitted assignee shall be bound by the terms and conditions of this Agreement.

C. Force Majeure. Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) acts of God or of the public enemy; fire or explosion; flood; stability or availability of the Internet; the elements; telecommunication system failure; war; technology attacks, epidemic; acts of terrorism; riots; embargoes; quarantine; viruses; strikes; lockouts; disputes with workmen or other labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or requests of any governmental authority; or any other cause which is beyond the reasonable control of the party. The party suffering a force majeure event shall use reasonable efforts to mitigate against the effects of such force majeure event.

D. Governing Law; Venue. This Agreement shall be governed by and construed according to the laws of the State of Nebraska, without regard to conflicts of law principles and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in Omaha, Nebraska. The Parties mutually acknowledge and agree that they will not raise, and hereby waive, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with this provision. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, is not governed by the Uniform Commercial Code of any state.

E. Independent Contractors. Valvora and Customer are acting under this Agreement as independent contractors. Customer is not considered or deemed to be an agent, employee, joint venturer or partner of Valvora. Customer is responsible for the conduct of its personnel and Authorized Users. Neither Valvora nor Customer has the right to exercise any control over the other party. Each party is solely responsible for hiring, firing, promoting, demoting, rates of pay, taxes, benefits and other terms and conditions in regard to its own personnel. Customer’s personnel are not considered employees of Valvora, are not entitled to any benefits that Valvora grants its employees and will have no authority to act on Valvora’s behalf. If any federal, state or local government agency, any court or any other applicable entity determines that any personnel of Customer is an employee of Valvora for any purpose, Customer will be responsible for all associated liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees).

F. Cumulative Remedies; Injunctive Relief. Unless otherwise specified in this Agreement, all rights, remedies and powers of a party are irrevocable and cumulative, and not alternative or exclusive, and are in addition to all other rights, remedies and powers given under this Agreement or any laws now existing or subsequently enacted. If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement.

G. Integrated Agreement. This Agreement, and all exhibits constitute the complete integrated agreement between the parties concerning the subject matter contained in this Agreement. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded and canceled in their entirety.

H. Waiver. No waiver of any provision of this Agreement may be deemed or constitute a waiver of any other provision of this Agreement, whether or not similar, nor may the waiver constitute a continuing waiver unless otherwise expressly so provided in writing. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by either party of any of the provisions of this Agreement, may in no way be construed to be a present or future waiver of provisions or in any way affect the ability of a party to enforce each and every provision after such event.

I. Severability. If any provision of this Agreement is adjudged by a court to be invalid, void or unenforceable, the parties agree that the remaining provisions of this Agreement will not be affected by such determination, that the provision in question must be replaced by the lawful provision that most nearly embodies the original intention of the parties and that this Agreement will in any event otherwise remain valid and enforceable.

J. Amendments. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement is valid or binding on either party unless mutually assented to in writing by authorized representatives of both parties.

K. Captions and Headings. The captions and headings used in this Agreement are used for convenience only and are not to be given any legal effect.

L. Further Assurances. Each party agrees that it is required, from and after the date of this Agreement, to execute and deliver other documents and take other actions as may be reasonably requested by the other party to effect the transactions contemplated under this Agreement.

M. Export Control. Customer acknowledges that the Products may be subject to the export and import control laws and regulations of the United States and other countries, and any amendments thereof. Customer agrees that it will not directly or indirectly export or import the Products into any country or use the Products in any manner except in compliance with all applicable U.S. and other countries export and import laws and regulations. Customer further acknowledges that it has the responsibility to obtain the necessary license, if any, to export, re-export or import the Products.

Updated by Valvora on November 10, 2015.