VALVORA SERVICES AND DISTRIBUTION AGREEMENT

This Valvora Services and Distribution Agreement ("Agreement") is effective as of the date that you accept this Agreement or first use of the Valvora Services ("Effective Date") by and between PS Technology, Inc., d/b/a Valvora.com ("Valvora") and you (hereinafter "Customer") and governs your use of the Valvora Services (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 Valvora Service shall indicate your continued acceptance of these terms. PLEASE PRINT THIS AGREEMENT FOR YOUR RECORDS.

I. DEFINITIONS

  1. "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.
  2. "Authorized Users" means the number of users designated by Customer authorized to access and use the Valvora Services. An Authorized User shall have the same email domain address as Customer, unless otherwise authorized by Valvora. Upon Valvora's express written consent, Customer may add Authorized Users for additional fees.
  3. "Customer" means the person, company or entity that purchases and uses the Valvora Services under this Agreement.
  4. "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.
  5. "Order" means a purchase commitment mutually agreed upon between Customer and Valvora.
  6. "Product(s)" means Customer or Third Party Provider software, mobile applications, content and digital materials accessed or distributed through the Valvora Services.
  7. "Third Party Provider(s)" means a third party person, company or entity that provides Products or services made accessible through the Valvora Services.
  8. "Valvora Services" means the services provided by Valvora identified in the applicable Order, which may include online access to a website, software as a service, and/or mobile application download services maintained by Valvora.

II. VALVORA SERVICES

  1. Access Rights. Customer and its Affiliates may access and use the Valvora Services during the applicable Subscription Term (defined below), subject to the terms and conditions of this Agreement.Customer may provide access to the Valvora Services to the number of Authorized Users as set forth in the applicable Order. All use of the Valvora Services must be in accordance with the relevant documentation and policies, including, but not limited to, the program policies set forth in Exhibit B. Customer shall be responsible for compliance with this Agreement by Customer and its Authorized Users in connection with their use of the Valvora Services and Products.
  2. Access to Products. Use of Third-Party Provider Products may require Internet access, may require you to accept additional license terms and may be subject to additional fees of such Third-Party Provider. Customer and its Authorized Users will be bound by the terms of such license agreement(s). Other than using the Valvora Services for distribution of Products to its Authorized Users, Customer may not resell the Valvora Services or otherwise generate income from the Valvora Services.
    4. Subscription and Renewals. The initial subscription term, which may be a month, year, or other period, is set forth in the applicable Order ("Initial Subscription Term"). Upon expiration of the Initial Subscription Term, the subscription will automatically renew for successive terms of the same duration (but no longer than 1 year each) (each, a "Renewal Term") unless either Customer or Valvora notifies the other of non-renewal at least ten (10) days prior to the upcoming expiration date or if Valvora ceases to make available the applicable Valvora Service (the Initial Subscription Term and all Renewal Terms shall be collectively referred to as the "Subscription Term"). All Renewal Terms will be invoiced at Valvora's then-current posted rates.
  4. Support. Except as otherwise provided herein or in an applicable Order, standard maintenance and support for the Valvora Services, which may include generally released updates, upgrades, patches, and bug fixes thereto ("Support"), are provided to Customer at no additional fee during an applicable Subscription Term. 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 info@valvora.com. Phone support requests should be directed to (877) 250-1772. Customers should expect a response within 24 hours during normal business hours.
    6. Evaluations. Customer may access and use the Valvora Services on an evaluation basis ("Evaluation Subscriptions") only as designated in an Order. For Evaluation Subscriptions, the Subscription Term will be determined solely by Valvora. Notwithstanding any other provision in this Agreement, all Evaluation Subscriptions shall exclude Support and the warranties in Section 9 of this Agreement. At the termination of the Evaluation Subscription term, Customer will be automatically charged under the terms of this Agreement for continued use of the Valvora Services.
    7. Additional Services. Valvora may modify the Valvora Services or provide additional services and/or products under this Agreement from time to time in its sole discretion.
  7. Use of Data. All use of Customer Content and Materials (defined below) by Valvora shall be subject to Valvora's Privacy Policy located at http://www.valvora.com/privacy.html. Customer acknowledges that Valvora may use reconfigured, de-identified, or aggregated data related to Customer's use of the Valvora Services, internally or externally, for its business purposes, including measurement of the Valvora Services usage patterns or characteristics of its user base, or to otherwise improve its products and services.

III. CUSTOMER OBLIGATIONS

  1. Accounts and Passwords. As a registered user of the Valvora 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 Valvora 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 Valvora Services. Customer is responsible for all use of the Valvora Services made through its accounts.
  2. Conditions on Use of Valvora 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 Valvora 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 or Third-Party Provider Products; (2) reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to the Valvora Services or any Valvora or Third-Party Provider Products (including any data structure or similar materials produced by any Valvora or third-party 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 or Third-Party Provider Product(s); (4) remove or obscure any proprietary or other notices of Valvora or any third party contained in the Valvora Services or any Valvora or Third-Party Provider Product(s) (including any information or data generated by the Valvora Services or any Valvora or third-party Product(s)); (5) publicly disseminate information regarding the performance of the Valvora Services or any Third-Party Provider Product(s); (6) use the Valvora Services or any Third-Party Provider 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.
  3. Content and Materials. Customer agrees to provide and maintain systems and/or materials reasonably required by Valvora to perform the Valvora 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.
  4. Systems. Customer is responsible for its own Internet connection and must use software, systems and equipment compatible with the Valvora 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.
  5. Terms of Use. Customer's use of the Valvora Services and all Customer Content and Materials must comply with all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data. All use of the Valvora Services or Third-Party Provider Product(s) shall be subject to the Valvora User Terms of Use set forth in Exhibit A, attached hereto and incorporated herein by this reference.
  6. Customer Content. To the extent that Customer provides its own Product, whether developed independently or through a third party, to its Authorized Users through the Valvora Services, Customer represents and warrants that:
    1. it has the right, power and authority to grant the rights and licenses to its Products free and clear of any claims, liens and encumbrances;
    2. its Product(s) complies with all federal, state, local and, if applicable, foreign laws, rules and regulations.
    3. neither the execution and/or delivery of Product(s) under this Agreement nor the consummation of the transactions contemplated in this Agreement violate or conflict with any obligation, contract, lease or license which could reasonably be expected to interfere with the consummation of the transactions contemplated in this Agreement;
    4. the Product(s) do not infringe the rights of, or misappropriate the property of, any entity or person, including, but not limited to, Intellectual Property Rights;
    5. it has tested the Product(s), in line with industry standards to ensure that the Product(s) and the media on which the Product(s) are contained do not contain, but not limited to, (i) any virus, Trojan horse, worm, trapdoor, backdoor or malicious code the purpose of which is (a) to disrupt, damage, destroy, alter or interfere with the use or operation of any of the software, firmware, hardware, services, data, programs or computer or telecommunications facilities; or (b) to perform functions which are not an appropriate part of the functionality of the Product and whose result is to disrupt the use or operation of computer programs, or other software; and (ii) any (a) mechanism which electronically notifies Customer of any fact or event, or (b) any key, node lock, drop dead device, time bomb, time out, logic bomb or other function, implemented by any means, which may restrict the use of, or access to, any of the Product; and
    6. it complies with the Product program policies attached hereto as Exhibit B and incorporated herein by reference.

IV. FEES AND PAYMENT

  1. General. Customer must pay all fees for the Valvora Services and applicable 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. Customer must notify Valvora of any billing disputes within thirty (30) days from the date of the invoice, otherwise Customer hereby agrees to such charges and Valvora will not be subject to making adjustments.
  2. 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 Valvora Services 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.
  3. Unpaid Charges. In the event charges due are not paid in full, for any reason, within thirty (30) days from the invoice date, Valvora shall have the right to suspend all or any portion of the Valvora Services until such time as all undisputed charges and applicable late fees have been paid. Following such payment, Valvora may reinstate Valvora Services to Customer only upon satisfactory assurance of Customer's ability to pay for Valvora Services, including modified payment terms. Such suspension shall not relieve Customer of payment liability accrued through the date of such suspension, and shall not relieve Customer of any applicable minimum commitment specified in an Order. 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.
  4. Audits. Upon commercially reasonable notice, Valvora (or its authorized agent) may audit the use of the Valvora 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 Valvora 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. LICENSE; OWNERSHIP RIGHTS; FEEDBACK

  1. 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 Valvora Services, including, but not limited to, any content or information contained therein, any modifications, enhancements, or derivative works of the Valvora 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 Valvora Services or any third-party Products.
  2. Feedback. "Feedback" means any feedback, comments, suggestions or materials that Customer may provide to Valvora about or in connection with the Valvora 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 Valvora 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

  1. 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.
  2. 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.
  3. 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. TERMINATION

  1. Term and Termination. This Agreement will continue from the Effective Date or initial Order effective date, whichever is earlier, until the expiration or termination of the latest-ending Subscription Term or termination of this Agreement. The termination of any Order shall not otherwise effect this Agreement or any other Order. Valvora may terminate any free account or evaluation usage at any time in its sole discretion.
  2. Termination for Cause. If a party materially breaches any provision of this Agreement and/or any Order and fails to remedy the breach within thirty (30) days of receipt of written notice from the nonbreaching party, the nonbreaching party may terminate this Agreement, and/or any Order adversely affected by the breach. Termination under this Section does not limit either party from pursuing any other remedies available to the party, including, but not limited to, injunctive relief.
  3. Termination in the Event of Bankruptcy. Either party may terminate this Agreement upon written notice to the other party in the event (1) he other party files a petition for bankruptcy or is adjudicated a bankrupt; (2) a petition in bankruptcy is filed against the other party and the petition is not dismissed within thirty (30) calendar days; (3) the other party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (4) the other party discontinues its business; or (5) a receiver is appointed for the other party or its business.
  4. Effect of Termination of Service. Immediately upon termination of any license or subscription right granted under this Agreement, Customer's license to Valvora Services will cease, and Customer must at its own cost: (1) cease using and require all Authorized Users, and anyone else to cease using the Valvora Services; and (2) provide Valvora with written certification that it has destroyed all Valvora Confidential Information in its possession, custody or control. Upon termination of this Agreement for whatever reason, Customer will not be entitled to credits or refunds for any unused portion of this Agreement.
  5. Return of Customer Data. After termination or expiration of a Subscription Term or this Agreement, at Customer's request, Valvora will use reasonable efforts to make any remaining Customer Content and Materials available. If made available, Customer must obtain the Customer Content and Materials within thirty (30) days of termination or expiration. Thereafter, Valvora may delete the Customer Content and Materials in its discretion.
  6. Survival. All provisions of this Agreement or any Orders which by their nature should survive termination shall survive termination, including, but not limited to, Sections 1, 2, 4, 5, 6, 7.F, 8, 10, and 11.

VIII. 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 Customer data and/or Products, including (1) any third-party claim that the Customer data and/or Product(s) infringes any patent, copyright, trademark or other intellectual property right, and (2) the transmission of any Customer data and/or Product that is obscene, indecent, slanderous, defamatory, offensive, illegal or a breach of privacy; (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).

IX. WARRANTIES; DISCLAIMERS OF WARRANTIES

  1. 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.
  2. 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 VALVORA 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 OR COMPLETENESS OF THE VALVORA SERVICES OR ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (i) THE USE OF THE VALVORA SERVICES OR ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE VALVORA SERVICES OR 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 VALVORA SERVICES OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE VALVORA SERVICES OR PRODUCTS WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (v) ERRORS OR DEFECTS WILL BE CORRECTED, OR (vi) THE VALVORA SERVICES OR THE PRODUCTS (OR ANY SERVER(S) THAT MAKE THE VALVORA 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 VALVORA 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.
  3. Valvora Services Facilities. The Valvora Services are controlled and operated from facilities in the United States. Valvora makes no representations that the Valvora Services are appropriate or available for use in other locations. Those who access or use the Valvora 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.

X. LIMITATION OF LIABILITY

  1. 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 VALVORA 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 VALVORA SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
  2. 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 LICENSE OR USE RESTRICTIONS RELATING TO THE VALVORA 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.
  3. Failure of Essential Purpose. The parties agree that the limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

XI. GENERAL

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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).
  6. 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.
  7. Integrated Agreement. This Agreement, and all attached 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.

EXHIBIT A

 

Valvora User Terms of Use

Please refer below url for Terms of Use

http://www.valvora.com/legal/terms.html

 

 

 

 

 

EXHIBIT B

 

Valvora Services Product Policies

 

1. Introduction

Your use of the Valvora Service to upload Product(s) is subject to the policies set forth below, which may be updated from time to time by Valvora posting an updated version to its website at Valvora.com.

From time to time, Valvora may discover a Product on the Valvora Service that violates the Valvora Services and Distribution Agreement, this Valvora Services Product Policy, and/or other legal agreements, laws, regulations or policies. In such an instance, Valvora retains the right to remotely remove those applications from the Valvora Service at its sole discretion.

2. Valvora Services Product Policies

    All Customers must abide by the following policies in providing Product(s) through the Valvora Service:
  1. Private & Confidential Information
    Product(s) must not publish other people's private and confidential information, such as credit card numbers, Social Security Numbers, driver's and other license numbers, or any other information that is not publicly accessible.
    Product(s) must not transmit data about a user without obtaining the user's prior permission and providing the user with access to information about how and where the data will be used.
    Product(s) must not send sensitive personal or confidential information using push notifications.
    Product(s) must not attempt to reverse lookup, trace, relate, associate, mine, harvest, or otherwise exploit personal and confidential information.
  2. Nudity and Sexually Explicit Material
    Do not provide content that contains nudity, graphic sex acts, or sexually explicit material, including, content that drives traffic to commercial pornography sites.
  3. Violent or Bullying Behavior
    Product(s) should not contain materials that threaten, harass, defame, are offensive or mean-spirited, bully other users or place the targeted individuals in harm's way.
    Product(s) must not depict violence or abuse.
  4. Hate Speech
    Do not allow the promotion of hatred toward groups of people based on their race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity.
  5. Impersonation
    Do not allow impersonation of others or other behavior that is misleading or intended to be misleading.
  6. Age
    Users under 18 must have their parent or legal guardian's permission to use a Product. Product(s) that collect, transmit, or have the capability to share personal information (e.g. name, address, email, location, photos, videos, drawings, the ability to chat, other personal data, or persistent identifiers used in combination with any of the above) from a minor must comply with applicable children's privacy statutes.
  7. Illegal Activities
    Product(s) should not be used for unlawful purposes, the promotion of dangerous and illegal activities, or encourage criminal or clearly reckless behavior.
  8. Legal Requirements
    Product(s) must comply with all legal requirements in any location where they are made available to users. It is the Customer's obligation to understand and conform to all local laws.
    Product(s) must not contain false, fraudulent or misleading representations or use names or icons similar to other products.
    Product(s) must not surreptitiously attempt to discover private user information or data.
  9. Malicious Products
    Do not transmit viruses, worms, defects, Trojan horses, malware, or any other items of a destructive nature. Do not provide content that harms or interferes with the operation of any networks, servers, carriers, or any third-parties. Spam, malicious scripts and password phishing scams are also prohibited.
  10. Valvora
    Except with the prior written consent of Valvora, the Product(s) must not display, promote, use, or advertise any of Valvora's trademarks, service marks or images.
    Product(s) must not suggest or infer that Valvora is a source or supplier of the Product, or that Valvora endorses any particular representation regarding quality or functionality.
  11. Size
    Product(s) must be smaller than 100MB in size.
  12. Location
    Product(s) that collect, transmit, or use location data must notify and obtain user consent.