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TERMS AND CONDITIONS<BR>1. ACCESS RIGHTS; RESTRICTIONS<BR>1.1 Access. Subject to Customer’s compliance with the terms<BR>and conditions of this Agreement, CFTG hereby agrees that<BR>Customer has the right to access and use the services<BR>specified in the attached Order Form (collectively, the<BR>“Service”) during the term of this Agreement for the internal<BR>business purposes of Customer only as provided herein and<BR>only in accordance with CFTG’s applicable user documentation<BR>(or other CFTG-provided written instructions). For clarity, the<BR>Service is hosted by CFTG.<BR>1.2 Restrictions. Customer will not (and will not allow any<BR>third party to): (i) reverse engineer, decompile, disassemble, or<BR>otherwise attempt to discover the source code, object code, or<BR>underlying structure, ideas, or algorithms of the Service; (ii)<BR>modify, translate, or create derivative works based on the<BR>Service; (iii) copy, rent, lease, distribute, pledge, assign, or<BR>otherwise transfer or encumber rights to the Service; (iv) use<BR>the Service for timesharing or service bureau purposes or<BR>otherwise for the benefit of a third party; (v) remove or<BR>otherwise alter any proprietary notices or labels from the<BR>Service or any portion thereof, or (vi) use any data or<BR>information provided via the Service for any purpose other than<BR>the Customer’s internal use as authorized hereunder (for<BR>example, Customer shall not sell or otherwise dispose of such<BR>information/data – or use it to create any product or service).<BR>Customer will use the Service only in compliance with (i) the<BR>Order Form, (ii) the rights granted hereunder, and (iii) in<BR>accordance with all applicable laws and regulations.<BR>1.3 Ownership. Except for the rights expressly granted under<BR>this Section 1, CFTG retains all right, title, and interest in and<BR>to the Service (and all data, software, products, works, and<BR>other intellectual property created, used, or provided by CFTG<BR>for the purposes of this Agreement). To the extent Customer<BR>provides CFTG with any feedback relating to the Service<BR>(including, without limitation, feedback related to usability,<BR>performance, interactivity, bug reports and test results)<BR>(“Feedback”), CFTG shall own all right, title and interest in and<BR>to such Feedback (and Customer hereby makes all<BR>assignments necessary to achieve such ownership).<BR><BR>2. PAYMENT OF FEES<BR>Customer will pay CFTG the fees for the Service as set forth in<BR>the Order Form (“Fees”). Unless otherwise specified in the<BR>Order Form, all Fees will be invoiced in advance and all<BR>invoices issued under this Agreement are payable in U.S.<BR>dollars within thirty (30) days from date of invoice. For any<BR>Service for which fees are billed in arrears, CFTG will invoice<BR>Customer following completion of the Service. Unpaid invoices<BR>are subject to a finance charge of 1.5% per month or the<BR>maximum permitted by law, whichever is lower, plus all<BR>expenses of collection. Customer shall be responsible for all<BR>(i) taxes associated with Service other than taxes based on<BR>CFTG’s net income, and (ii) CFTG’s costs of collection in the<BR>event of Customer’s delinquent payment. All Fees paid are<BR>non-refundable (except as otherwise expressly set forth in the<BR>Order Form) and not subject to set-off.<BR><BR>3. TERM; TERMINATION<BR>Subject to earlier termination as provided below, this<BR>Agreement shall commence on the Effective Date and continue<BR>for the initial subscription period specified in the Order Form;<BR>thereafter this Agreement will automatically renew for<BR>consecutive periods each equal in length to the initial<BR>subscription period (unless either party provides the other party<BR>with written notice of non-renewal at least thirty (30) days prior<BR>to the end of the then current period). Either party may<BR>terminate this Agreement in the event the other party materially<BR>breaches this Agreement and fails to cure such breach within<BR>thirty (30) days (ten (10) days in the case of non-payment)<BR>from receipt of written notice thereof. Upon termination of this<BR>Agreement, all rights granted herein to Customer will terminate<BR>and Customer will make no further use of the Services. The<BR>following provisions will survive termination of this Agreement:<BR>Sections 1.2, 1.3, 2, 3, 4, 5, 6, 7, and 8.<BR><BR>4. CONFIDENTIALITY<BR>During the term of this Agreement, each party (a “Disclosing<BR>Party”) may provide the other party (a “Receiving Party”) with<BR>confidential and/or proprietary materials and information<BR>(“Confidential Information”). All materials and information<BR>provided by Disclosing Party to Receiving Party and identified<BR>at the time of disclosure as “Confidential” or bearing a similar<BR>legend, and all other information that the Receiving Party<BR>reasonably should have known was the Confidential<BR>Information of the Disclosing Party, shall be considered<BR>Confidential Information; for the avoidance of doubt, the<BR>Service and terms of this Agreement are Confidential<BR>Information of CFTG. Receiving Party shall maintain the<BR>confidentiality of the Confidential Information and will not<BR>disclose such information to any third party without the prior<BR>written consent of Disclosing Party. Receiving Party will only<BR>use the Confidential Information internally for the purposes<BR>contemplated hereunder. The obligations in this Section 4<BR>shall not apply to any information that: (i) is made generally<BR>available to the public without breach of this Agreement, (ii) is<BR>developed by the Receiving Party independently from the<BR>Disclosing Party’s Confidential Information, (iii) is disclosed to<BR>Receiving Party by a third party without restriction, or (iv) was<BR>in the Receiving Party’s lawful possession prior to the<BR>disclosure to the Receiving Party and was not obtained by the<BR>Receiving Party either directly or indirectly from the Disclosing<BR>Party. Receiving Party may disclose Confidential Information<BR>as required by law or court order; provided that, Receiving<BR>Party provides Disclosing Party with prompt written notice<BR>thereof and uses its best efforts to limit disclosure. At any<BR>time, upon Disclosing Party’s request, Receiving Party shall<BR>return to Disclosing Party all Disclosing Party’s Confidential<BR>Information in its possession, including, without limitation, all<BR>copies and extracts thereof. Notwithstanding the foregoing, (a)<BR>Receiving Party may disclose Confidential Information to any<BR>third-party to the limited extent necessary to exercise its rights,<BR>or perform its obligations, under this Agreement; provided that,<BR>all such third parties are bound in writing by obligations of<BR>confidentiality and non-use at least as protective of the<BR>Disclosing Party’s Confidential Information as this Agreement<BR>and (b) all Feedback shall be solely CFTG’s “Confidential<BR>Information.”<BR><BR>5. WARRANTY; DISCLAIMER<BR>CFTG warrants that it will use commercially reasonable efforts<BR>to (i) ensure the Service is available on a 24/7 basis, and (ii)<BR>promptly correct all verifiable defects in the Service of which<BR>CFTG is aware. EXCEPT AS EXPRESSLY SET FROTH IN<BR>THIS SECTION 5, CFTG DISCLAIMS ALL WARRANTIES, <BR>EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,<BR>WARRANTIES OF MERCHANTABILITY, FITNESS FOR A<BR>PARTICULAR PURPOSE, AND NONINFRINGEMENT. CFTG<BR>DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS<BR>THAT MAY BE OBTAINED FROM USE OF THE SERVICE.<BR><BR>6. LIMITATION OF LIABILITY<BR>NOTWITHSTANDING ANYTHING TO THE CONTRARY,<BR>EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER<BR>PARTY, SHALL BE LIABLE WITH RESPECT TO ANY<BR>SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY<BR>LEGAL OR EQUITABLE THEORY, FOR ANY: (A) ERROR OR<BR>INTERRUPTION OF USE, LOSS OR INACCURACY OR<BR>CORRUPTION OF DATA, THE COST OF PROCUREMENT<BR>OF SUBSTITUTE GOODS, SERVICE, OR TECHNOLOGY,<BR>OR LOSS OF BUSINESS; (B) INDIRECT, EXEMPLARY,<BR>INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,<BR>EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE<BR>POSSIBILITY OF SUCH LOSS OR DAMAGE; (C) MATTERS<BR>BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D)<BR>AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES<BR>PAID BY CUSTOMER TO CFTG DURING THE SIX (6)<BR>MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF<BR>ACTION ACCRUES (PROVIDED THAT, IF NO FEES ARE<BR>PAID, SUCH AMOUNTS SHALL BE LIMITED TO<BR>US$1,000.00). THE LIMITATIONS ON LIABILITY CONTAINS<BR>HEREIN SHALL NOT APPLY TO BREACH(ES) OF<BR>SECTIONS 1.2 OR 4.<BR><BR>7. NON-SOLICITATION<BR>Until one (1) year after termination of this Agreement,<BR>Customer will not encourage or solicit any employee or<BR>consultant of CFTG to leave CFTG for any reason.<BR><BR>8. MISCELLANEOUS<BR>The parties will comply with the additional term and conditions<BR>(if any) set forth in the Order Form. If any provision of this<BR>Agreement is found to be unenforceable or invalid, that<BR>provision will be limited or eliminated to the minimum extent<BR>necessary so that this Agreement will otherwise remain in full<BR>force and effect and enforceable. This Agreement is not<BR>assignable or transferable by a party except with the other<BR>party’s prior written consent; provided that, a party may<BR>transfer and assign its rights and obligations under this<BR>Agreement without consent to a successor to all or<BR>substantially all of its assets or business to which this<BR>Agreement relates. This Agreement is the complete and<BR>exclusive statement of the mutual understanding of the parties<BR>and supersedes and cancels all previous written and oral<BR>agreements, communications, and other understandings<BR>relating to the subject matter of this Agreement, and all waivers<BR>and modifications must be in a writing signed by both parties,<BR>except as otherwise provided herein. No agency, partnership,<BR>joint venture, or employment is created as a result of this<BR>Agreement, and Customer does not have any authority of any<BR>kind to bind CFTG in any respect whatsoever. Any notices in<BR>connection with this Agreement will be in writing and sent by<BR>first class US mail, confirmed facsimile or major commercial<BR>rapid delivery courier service to the address specified on the<BR>Order Form (or such other address as may be properly<BR>specified by written notice hereunder). Email notice shall<BR>authorized to the extent set forth herein. This Agreement shall<BR>be governed by the laws of the State of California, without<BR>regard to the conflict of law provisions thereof. Except for<BR>claims for injunctive or equitable relief or claims regarding<BR>intellectual property rights (which may be brought in any<BR>competent court), any dispute arising under this Agreement<BR>shall be finally settled in accordance with the Comprehensive<BR>Arbitration Rules of the Judicial Arbitration and Mediation<BR>Service, Inc. (“JAMS”) by three arbitrators appointed in<BR>accordance with such Rules. The arbitration shall take place in<BR>Santa Clara, California, USA, in the English language and the<BR>arbitral decision may be enforced in any court. With respect to<BR>all disputes arising in relation to this Agreement, but subject to<BR>the preceding arbitration provision, the parties consent to<BR>exclusive jurisdiction and venue in the state and Federal courts<BR>located in San Francisco, California. The prevailing party in<BR>any action or proceeding to enforce this Agreement will be<BR>entitled to recover costs and attorneys’ fees.