Terms of Service

Effective Date: July 29, 2021

Thank you for using Hire Ground’s software platform and associated products and services (the “Service”). Hire Ground Holdings, Inc. (the “Provider”) has developed a Vendor Relationship Management software specifically for Procurement, Supply Chain, Sales, Corporate Responsibility and Supplier Diversity. Hire Ground’s platform helps you manage bids and inquiries across multiple channels and helps organizations strategically source new suppliers and close new business contracts as well as organize existing suppliers. The Service is described in more detail throughout https://hireground.io (the “Site”).

These Terms of Service (“TOS”) contain the terms and conditions under which Hire Ground, the Provider, and its affiliates provide the Service to you and describe how the Service may be accessed and used. The TOS incorporates any additional guidelines or rules found throughout the Site, as well as the Provider’s Privacy Policy and other privacy statements or notes (collectively, the “Terms”). Your agreement to these Terms represents a legally binding Agreement (the “Agreement”)

This is a legal agreement between you and the Provider. You indicate your agreement to these Terms by executing any agreement that references these Terms or by using the Service. By agreeing to these Terms, you are granted a non-exclusive, non-transferable, limited license to access and use the Service. If you will be using the Service on behalf of an organization, you agree to these Terms on behalf of that organization and represent that you have the authority to do so. In such a case, “you” and “your” will refer to the organization you represent.

I. DEFINITIONS

A. CONFIDENTIAL INFORMATION. Content (as defined in Section 1(b)) and any information about business operations and strategies, research, goods and services, customers, pricing, marketing and other information deemed sensitive and proprietary by either party of this Agreement including, but not limited to, either party’s inventions, processes, specifications, designs, drawings, diagrams, concepts, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party, either directly or indirectly, in any form.

B. CONTENT. Any information or content you upload or post to the Service (including your personal data and the personal data of others) in the course of using the Service and any information or content uploaded or posted by the Provider in connection with the Service, including any information or content the Provider has obtained from third parties.

C. SUBSCRIBER. The purchaser of the Service to include any present or former employee, representative, agent, independent contractor, or any entity or person with the authority to act on the purchaser’s behalf.

II. FEES AND PAYMENTS.

A. FEES FOR SERVICE. You agree to pay to the Provider any fees for any Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Fees paid by you are nonrefundable, except as provided in these Terms or when required by law.

B. SUBSCRIPTIONS. The Service is offered through month-to-month or year-to-year subscription periods (‘Subscription Period”). Subscription Periods begin on the day you are provided with full performance of the Service and renew on the same date of the following month or year depending on your chosen Subscription Period.

C. BILLING CYCLE. The Service is billed monthly or yearly depending on your chosen Subscription Period (“Billing Cycle”) and each invoice is due at the start of each Billing Cycle, which may precede your Subscription Period. Prior to being provided access to the Service, you will be required to make the first payment toward your subscription. The first Billing Cycle is calculated based on your Subscription Period and will either be monthly or yearly. Each subsequent Billing Cycle will begin on that same date of the following month or following year as provided.

D. CANCELLATION. You may cancel your subscription at any time. Because payments are made at the beginning of each Billing Cycle, cancellations will go into effect for the next Billing Cycle. You will still receive the Service for the remainder of the current Billing Cycle. For example, if your monthly Billing Cycle starts on the 5th of every month but you cancel your subscription on the 17th then you will still receive the Service until the 5th of the following month and will not be charged any subsequent months. Yearly Billing Cycles are non-refundable, in part or in full, and you will have access to the Service for the remainder of the Subscription Period regardless of the day of cancellation.

Annual Agreements, will renew automatically twelve (12) months from the Effective Date. Termination is to occur if (i), the execution of a definitive agreement between the parties which includes confidentiality provisions substantially similar to those set forth herein or which expressly supersede this Agreement (a “Definitive Agreement”); or (ii) written notice given by either party terminating the Agreement within 60 days of renewal.

E. AUTO-RENEWAL. Your Subscription will automatically renew at the end of each Subscription Period. You may cancel the auto-renewal feature by contacting the Provider directly.

F. TAXES. Unless otherwise stated, you are responsible for any taxes (other than the Provider’s income tax) or duties associated with the sale of the Service, including any related penalties or interest (collectively, “Taxes”). You will pay the Provider without any reduction for Taxes. If the Provider is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide the Provider with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. Provider will apply the current tax rate and Provider is not responsible for notifying you of any changes in applicable tax rates.

G. PRICE CHANGES. The Provider may change the fees charged for the Service at any time, provided that, for a Service billed on a subscription basis, the change will become effective only at the end of the then-current Billing Cycle of your subscription. The Provider will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.

III. PRIVACY.

A. PRIVACY. The Provider understands that by you giving the Provider your Content, you are trusting the Provider to treat it appropriately. The Provider’s Privacy Policy, together with any privacy statements or privacy notes (collectively, “Privacy Policies”), detail how the Provider treats your Content and personal data. The Provider agrees to adhere to those Privacy Policies. You in turn agree that the Provider may use and share your Content in accordance with the Privacy Policies.

B. CONFIDENTIALITY. Both you and the Provider acknowledge and agree that in connection with the Service, either party may gain access (the “Receiving Party”) to Confidential Information from the other party (the “Disclosing Party”). Confidential Information shall not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of these Terms by the Receiving Party; (b) is or becomes available to the Receiving Party on a non- confidential basis from another individual or entity (collectively, “Person”), provided that such Person is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party prior to being disclosed by or on behalf of the Disclosing Party; or (d) is required to be disclosed by Law, including pursuant to the terms of a court order, provided that the Receiving Party has given the Disclosing Party prior written notice of such disclosure and an opportunity to contest such disclosure and to seek a protective order or other remedy. During the term of these Service and for five (5) years thereafter, the Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as theReceiving Party would protect its own Confidential Information, but in no event with less than a reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any Person, except to the Receiving Party’s officers, employees, consultants, accountants, and legal advisors who are bound by written confidentiality obligations and have a need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

C. SECURITY. The Provider will store and process your Content in a manner consistent with industry security standards. The Provider has implemented appropriate technical, organizational and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.

D. ADVERTISING AND PROMOTIONAL MATERIAL. The Provider may identify you (by name and logo) as a customer of the Provider on any advertising and promotional material. Additionally, you may be asked to review or provide a testimonial for the Service either through the Service itself or through an email communication (collectively, the “Review”). The Provider may use your Review and identify you as the author of the Review in any advertising and promotional material for the Service. The Provider may use your Review in whole or in part, as long as the partial Review is not misrepresentative of the Review in its entirety. Any goodwill arising from the use of your name and logo will inure to your benefit.

IV. INTELLECTUAL PROPERTY.

A. PROVIDER IP. Neither these Terms nor your use of the Service grants you ownership in the Service or in the Content you access through the Service. Except as expressly authorized by the Provider, these Terms do not grant you any right to use the Provider’s trademarks or copyrightable material. You acknowledge that (a) the Provider is the owner of all trademarks and intellectual property associated with the Service and (b) all use of marks, copyrights, or other intellectual property owned by the Provider and any goodwill accruing therefrom shall inure solely to the benefit of the Provider. Except as expressly set forth in these Terms, the Provider reserves all rights in and to their respective intellectual property rights, information, and materials.

B. LIMITED LICENSE TO YOUR CONTENT. You grant the Provider a worldwide, royalty-free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Service to the Subscribers and as otherwise permitted under these Terms. This license for such limited purposes continues even after you stop using the Service, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of business. This license also extends to any trusted third parties the Provider contracts with to the extent necessary to provide the Service to you. If you provide the Provider with feedback about the Service, the Provider may use your feedback without any obligation to you.

V. PLATFORM CONTENT

A. PLATFORM CONTENT. The Provider has developed a supplier diversity SaaS platform that uses machine learning and predictive analytics to match diverse suppliers with enterprise buyers, to track and measure economic impact and to ensure supplier training and development align with current enterprise needs. The Provider aggregates all procurement opportunities and democratizes those opportunities across the platform. To provide its Service, the Provider takes data from third parties and agencies such as, but not limited to, LexisNexis and Equifax Inc. As such, the Service displays Content provided by third parties that is not owned by the Provider. Such Content is the sole responsibility of the entity that provides the information and the entity that makes the information available to the Provider.

B. AGGREGATIONS DERIVED FROM THIRD-PARTY CONTENT. To provide the best and most comprehensive Service to Subscribers, the Provider has used predictive analytics and machine learning to aggregate certain data points. One such example is the risk score assigned to suppliers on the Provider’s Service platform and made available to all Subscribers. Such scores, reports or other aggregated displays (the “Aggregations”) are derived from numbers, data and information given to the Provider by Subscribers and third- party entities. The Provider is not responsible for verifying the accuracy of the numbers, data and information used to determine the Aggregations.

C. RESPONSIBILITY FOR CONTENT. The Provider is not responsible for the accuracy of the Content transmitted through the Service nor is the Provider responsible for the upkeep of the Content. The Content provided may change or be deleted between the time the Content is taken from you, other Subscribers, or third-party entities, such as LexisNexis and Equifax, and the time the Content is transmitted to you through the Service. The Provider is not responsible for such changes or deletions and can only do its best to provide you with the most current, accurate reporting of the Content provided by Subscribers and third parties. The Provider makes no representations or warranties as to the accuracy of the Content except to represent and warrant that the Provider has made no changes or deletions.

D. THIRD PARTY RESOURCES. In the course of providing the Service, the Provider may publish or communicate Content or links to websites, platforms or material maintained by third parties. The Provider does not represent that it has reviewed such third-party websites and is not responsible for these sites or any content appearing on them. Trademarks displayed in conjunction with the Service are the property of their respective owners.

VI. USER REQUIREMENTS.

A. LEGAL STATUS. If you are an individual, you may only use the Service if you have the power to form a contract with the Provider. None of the Service is intended for use by individuals less than 18 years old. If you are under 18 years old or do not have the power to form a contract with the Provider, you may not use the Service. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms. You represent and warrant that you will comply with all laws and regulations applicable to your use of the Service.

B. PROHIBITED USERS. You may only use the Service if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by the United States or other applicable law from receiving the Service, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Service from the Provider. You will ensure that (a) your end users do not use the Service in violation of any export restriction or embargo by the United States and (b) you do not provide access to the Service to persons or entities on any of the foregoing lists.

VII. ACCEPTABLE USES OF THE SERVICE.

A. LEGAL COMPLIANCE. You must use the Service in compliance with and only as permitted by applicable law.

B. CONTRACTING PARTY. Only those who have contracted with the Provider may use the Service. If you contracted individually with the Provider for the Service, then only you individually may access and use the Service. If you contracted with the Provider as an entity, only owners, employees, representative, agents, independent contractors, or any other entity or person with the authority to act on your behalf may access and use the Service. Unless the Provider gives its express, written permission, you may not share the Service with anyone not authorized to access or use the Service.

C. YOUR RESPONSIBILITIES. You are responsible for your Content, conduct and communications with others while using the Service. You must comply with the following requirements when using the Service:

1. You may not purchase, use, or access the Service for the purpose of building a competitive product or service of for any other competitive purposes.

2. You may not reproduce, duplicate, copy, sell, re-sell or exploit access to the Service, use of the Service or any portion of the Service including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express, written permission of the Provider.

3. You may not misuse the Provider’s Service by interfering with the Service’s or Provider’s normal operation or attempting to access the Service using a method other than through the interfaces and instructions provided to you by the Provider.

4. You may not circumvent or attempt to circumvent any reasonable limitations that the Provider imposes on your subscription or access to the Service.

5. Unless authorized by the Provider in writing, you may not probe, scan or test the vulnerability of any system or network created or used by the Provider.

6. Unless authorized by the Provider in writing, you may not use any automated system or software to extract or scrape data from the files, websites, or other interfaces through which the Provider makes its Service available.

7. Unless permitted by applicable law, you may not deny others access to, modify, reverse engineer, or otherwise tamper with the Service, or attempt to do so.

8. You may not transmit any viruses, malware or other types of malicious software, or links to such software, through the Service.

9. You may not engage in abusive or excessive usage of the Service, which is usage significantly in excess of average user patterns that adversely affects the speed, responsiveness, stability, availabilitys or functionality of the Service for other users. The Provider will attempt to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to the Provider.

10. You may not use the Service to infringe on the intellectual property rights of others or to commit any unlawful activity.

11. Unless authorized by the Provider, you may not resell or lease the Service.

12. If your use of the Service requires you to comply with industry-specific regulationsapplicable to such use, you will be solely responsible for such compliance. You may not use the Service in a way that would subject the Provider to those industry- specific regulations without obtaining the Provider’s prior written consent.

VIII. ACCOUNT MANAGEMENT AND SECURITY.

A. ACCOUNT ACCESS. The Provider will provide you with a secure method to access its Service. The Provider will provide you with a unique account and provide mechanisms for you to manage and securely transmit your password.

B. ACCOUNT SECURITY. If you have been issued an account in connection with your use of the Service, you are responsible for safeguarding your password and any other credentials used to access that account. You alone are responsible for any activity occurring within your account (other than activity that the Provider is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you believe that your account or password has been lost, stolen, compromised or misused, you must promptly notify the Provider.

C. ACCOUNT UPDATES. The Provider may occasionally send notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.

D. PROVIDER’S RESPONSIBILITIES. The Provider will use the information security best practices for transmitting and storing your Content and with respect to network security techniques. The Provider will adhere to industry standards and ensure its host facilities maintain industry standards for security. If the Provider believes that there has been a security breach to its Service or the Content associated with the Service including, but not limited to, unauthorized access to or disclosure of, use of or damage to Content, the Provider will promptly notify you and provide you with any relevant details related to the security breach.

IX. SUSPENSION AND TERMINATION OF SERVICE.

A. BY YOU. If you terminate a subscription before the end of the Subscription Period, you will not receive a full or partial refund for any period of time you did not use the Service unless you are terminating the Service for any of the following reasons: (a) the Provider has breached these Terms and failed to cure that breach within 30 days of you notifying the Provider in writing, (b) the Service has been materially altered as determined by the Provider and you provide express, written notice of cancellation to the Provider, or (c) a refund is required by law.

B. BY THE PROVIDER. The Provider may terminate your subscription at the end of a Billing Cycle for any reason by providing at least 7 days prior written notice to you for monthly subscriptions and 30 days written notice for yearly subscriptions.

C. SUSPENSION AND LIMITATION OF SERVICE. Provider may suspend performance of the Service without 30-days-notice for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after the Provider has so notified you in writing, (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days, or (c) you fail to pay the subscription fee or any other due fees on their respective due dates. Additionally, the Provider without notice may limit or suspend the Service to you if you fail to comply with these Terms or if you use the Service in a way that causes legal liability to the Provider or disrupts others’ use of the Service. The Provider may also without notice suspend your Subscription if the Provider is investigating suspected misconduct by you.

D. NOTICE. If the Provider limits, suspends or terminates the Service you receive, the Provider will attempt to give you advance notice, if reasonably practical. However, there may be time sensitive situations where the Provider may decide to take immediate action without notice. The Provider will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action.

E. BLOCKING YOUR EMAIL, COMMUNICATIONS. If the Provider stops providing the Service to you because you repeatedly or egregiously breach these Terms, the Provider may take measures to prevent your further use of the Service, including blocking your email or address or other forms of communication.

X. CHANGES AND UPDATES.

A. CHANGES TO TERMS. The Provider may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable laws or updates to the Service, and to account for new services or functionality. The most current version will always be made available to you. If an amendment is material, as determined in the Provider’s sole discretion, the Provider will notify you by email or through a communication method provided through the Service. Changes will be effective no sooner than the day they become available to you. In order for certain changes to become effective, applicable law may require the Provider to obtain your consent to such changes or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to these Terms, you should stop using the Service. By continuing to use the Service, you indicate your agreement to be bound by the updated Terms. If a material change occurs and you do not want to continue using the Service, you may cancel your subscription and a partial refund, calculated pro rata, will be provided within 30 days of your notice of cancellation.

B. CHANGES TO SERVICE. The Provider constantly changes and improves its Service. The Provider may add, alter, or remove functionality to or from a Service at any time without prior notice. The Provider may also limit, suspend or discontinue a Service at its discretion. If the Provider discontinues a Service, the Provider will give you reasonable advance notice. The Provider may add, alter or remove certain Content from the Service at any time in the Provider’s sole discretion, although the Provider will endeavor to notify you before doing so if such a change impacts you and if practicable under the circumstances.

XI. DISCLAIMERS AND LIMITATIONS OF LIABILITY.

A. DISCLAIMERS. While it is in the Provider’s interest to provide you with a great experience when using the Service, there are certain things the Provider does not promise about its Service. The Provider tries to keep its Service, including its products, software, and programs up and running, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND THE PROVIDER DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICE.

B. EXCLUSIONS OF CERTAIN LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

C. LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF THE PROVIDER, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO THE PROVIDER FOR USE OF THE SERVICE AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US $1,000.00.

D. CONSUMERS. The Provider acknowledges that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.

E. INDEMNIFICATION OF PROVIDER. You, as an individual or as a business, will indemnify and hold harmless the Provider and its affiliates, officers, agents, employees and representatives against any and all claims, suits and actions brought against you and for any and all damages, costs, liabilities or expenses, including reasonable attorney’s fees arising out of a third party claim regarding or in connection with your or your end users’ use of the Service or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

F. INDEMNIFICATION OF YOU, THE USER. The Provider agrees to indemnify, defend, and hold you harmless against any and all claims, suits and actions brought against the Provider and for any and all damages, costs, liabilities or expenses, including reasonable attorney’s fees, that arise as a result of the negligence, gross negligence or willful misconduct of the Provider or the affiliates, officers, agents or employees thereof.

XII. CONTRACTING ENTITY.

A. THE PROVIDER. Unless otherwise specified, the Service is provided by, and you are contracting with, Hire Ground Holdings, Inc., a business with its principal office in Georgia.

B. GOVERNING LAW. These Terms are governed by the laws of the State of Georgia without regard to its conflict of laws provisions.

C. JURISDICTION. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Fulton County, Georgia, and the federal courts located in the State of Georgia with respect to the subject matter of these Terms.

XIII. GENERAL TERMS.

A. ASSIGNMENT. You may not assign these Terms without the Provider’s prior written consent, which may be withheld in the Provider’s sole discretion. The Provider may assign these Terms at any time without notice to you.

B. ENTIRE TERMS. These Terms (including any updates or amendments) constitute the entire agreement between you and the Provider, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Service, do not override or form a part of these Terms, and are void. This Agreement represents a fully integrated Agreement. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

C. INDEPENDENT CONTRACTORS. The relationship between you and the Provider is that of independent contractors, and not legal partners, employees, or agents of each other.

D. INTERPRETATION. For purposes of these Terms, (a) the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole. Unless the context otherwise requires, references herein: (x) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (y) to a statute, law, or regulation means such statute, law, or regulation as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.

E. PRECEDENCE. To the extent any conflict exists, the updated Terms prevail over these Terms with respect to the Service to which the additional Terms apply.

F. BINDING AGREEMENT. These Terms represent a binding Agreement upon and inures to the benefit of you and the Provider hereto and their respective permitted successors and assigns.

G. AMENDMENTS AND MODIFICATIONS. The Provider may amend or modify these Terms at any time so long as these amendments and modifications are made reasonably available to you. You do not have the authority to amend or modify any of these Terms unless expressly agreed to in writing by the Provider.

H. NO WAIVER. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

I. SEVERABILITY. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable Law.

J. THIRD PARTY BENEFICIARIES. There are no third-party beneficiaries to these Terms.

K. WAIVER OF JURY TRIAL. You and the Provider irrevocably and unconditionally waive any right to a trial by jury in respect of any claim, suit, action, or proceeding arising out of or relating to these Terms or the transactions contemplated hereby.

L. EQUITABLE RELIEF. You and the Provider acknowledge that a breach by the other party of these Terms may cause the non-breaching party irreparable harm, for which an award of damages would not be adequate compensation and agree that, in the event of such a breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including in the form of orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and the parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to be exclusive but are in addition to all other remedies available under these Terms at law or in equity, subject to any express exclusions or limitations in these Terms to the contrary.