Effective Date March 1, 2017

BY SUBSCRIBING TO, REGISTERING FOR, ACCESSING OR USING OUR SERVICE YOU INDICATE YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.

This Trisotech Subscription Agreement (“Agreement”) governs Your subscription and ongoing use of one or more Trisotech Digital Enterprise Solutions.

“You” or “Your” in this agreement means the individual, company, organization or other legal entity accepting this agreement. “We”, “Us” or “Our” means Trisotech.

By subscribing, registering, accessing or using any services developed, operated, maintained or hosted by Trisotech (“Trisotech”), including all websites and IP addresses available at and configured for use at www.trisotech.com (“Services”), You agree to be bound to this Agreement. You understand and agree that the Services may be sold separately or as a bundle; and, that individual Services may be subject to separate and distinct Service Plans. This Agreement applies to all versions of the Services, whether they be Free, Trial, ALPHA, BETA, Pre-Release, Standard, Educational, Service Plans or any Paying subscription of the Services.

Trisotech reserves the right to change, update and revise the Agreement from time to time, at its sole discretion, by posting the most current version of the Agreement at www.trisotech.com.

BY USING OR CONTINUING TO USE THE SERVICES, YOU ARE CONFIRMING YOUR CONSENT AND AGREEMENT TO BE BOUND BY THE MOST RECENT AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Trisotech’s direct competitor, except with Trisotech’s prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. You further agree that unless explicitly stated otherwise, any new features that augment or enhance the Services, and/or any new Services subsequently purchased or subscribed to by You will be subject to this agreement.

GENERAL CONDITIONS OF USE

1. You must select a subscription plan and subscribe to the Trisotech Services. You must provide a name, valid email address and other information necessary to register with the Services. You agree to provide true and accurate information to register with the Services. You agree not to impersonate any person or entity or use a false identity or attempt to manipulate identifiers to mislead or disguise the origin of any information used to access the Services. Trisotech reserves the right to terminate Your use of the Services upon the discovery that the information You provided is not complete or accurate.

2. You agree that Your billing cycle begins immediately on the day You agree to the terms of this Agreement. Services are billed in advance and in accordance with the payment schedule You select. Unless other payment arrangements have been made, Trisotech will continue to bill You automatically on the annual billing cycle in accordance with the payment schedule selected. All fees are exclusive of all taxes or duties imposed by taxing authorities.

3. You agree to limit Your use of disk storage to that amount allocated to You under the subscription plan(s) You choose. You also agree to be automatically billed for any disk storage You use in excess of Your allocated amount. You will be billed for the smallest Additional Disk Storage subscription available (500MB, 1 GB, or 5GB) that will allow Your disk storage allocation to exceed Your actual usage.

4. At any time, You may acquire additional subscriptions or cancel Your subscription by sending us an email at sales@trisotech.com and we will change Your plan accordingly. All cancellation notices are made effective immediately upon receipt. All payments rendered are non-refundable. Refunds and/or credits will not be issued for partial periods pre-paid in advance.

5. For a period of 30 days following the expiration or any cancelation or termination of Your subscription, Trisotech will provide to You, free of charge, a method to download all information You have provided and stored in the Trisotech Services. Trisotech has no obligation to retain Your data after such period and Trisotech may destroy all content, data, information, text, files, documents, images and feeds that were created and accessed during Your subscription to the Services.

6. Trisotech may change the prices for any of its Services subscriptions upon 30 days notice via the Trisotech website (www.trisotech.com) or through the Services. Any price changes will be made effective upon the next billing cycle.

7. Trisotech is not responsible for maintaining the security of Your username and password, except to the sole extent whereby the username and password are maintained and stored within a Trisotech server or computer. In such situation, Trisotech is solely responsible for the protection and security of the username and password in order to stop a third party from accessing this information. It is Your responsibility to notify Trisotech if You believe Your username or password have been compromised or used in an unauthorized manner. Trisotech assumes no responsibility, liability or obligations for any loss or damage to resulting from Your failure to comply with the security of Your username and/or password.

8. Trisotech will provide You with prompt written notice of all (i) data security breaches with respect to Trisotech’s business and assets, and (ii) all data security breaches involving Your data.

9. You are responsible for all activity and usage of the Services and for all content created on, posted to or accessed under Your username and password, unless such use of the username and password were made by an unauthorized third party due as a direct result of a breach by Trisotech of its obligation to adequately protect and secure this confidential information.

10. You agree not to share Your username and password with multiple people. Each user account may only be used by one person.

11. You are responsible for complying with all applicable local, state, national and foreign laws relating to Your use of the Services. You may not violate any applicable law or regulation; post or transmit any materials that violate any applicable local law.

12. Trisotech may modify, suspend or discontinue the Services at any time, for any reason, at its sole discretion. Trisotech reserves the right to refuse service to anyone for any reason at any time.

13. If You do not pay the charges We have billed You by the due date, then those charges will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date the payment was due until the date paid and/or Trisotech may make future subscription renewal payment terms shorter than those You initially selected. If any amount You owe for the Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, suspend Your Services until such amounts are paid in full. We will not impose overdue charges or suspend Your Services if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

14. You agree to participate in Quarterly Business Reviews (QBR’s) with Trisotech Customer Success team to improve Your experience and success.

15. Trisotech claims no ownership, responsibility or intellectual property rights over any of the content or materials You provide to the Services.

16. Trisotech assumes no responsibility for any content or material loss that results from You downgrading Your account.

17. The Services are intended for Adult use only. All users must be 13 years or older to access and use the Services. In accordance with the Federal Children’s Online Privacy Protection Act of 1998 (COPPA), Trisotech will never knowingly solicit nor will it accept personally identifiable information from users known to be under thirteen (13) years of age.

18. You agree not to upload, post, email or transmit otherwise any other unlawful unsolicited email including “spam” to Trisotech or any users of the Services.

19. You agree not to knowingly upload, post, email or transmit otherwise any material that contains, software viruses, trojan horses, worms, files or programs intended to interrupt, destroy, deface or limit the use, access or functionality of the Services.

20. You agree not to upload, post, email or transmit otherwise any material that is illegal, pornographic, abusive or obscene. Trisotech, in its sole discretion, may remove content and block user access to any content that it determines to be illegal, threatening, pornographic, abusive, obscene or in violation of another party’s intellectual property.

21. You agree not to “reverse engineer,” change, modify, hack, make derivative works, exploit, or crack any portion of the Services for the purposes of storing, licensing, sublicensing, selling, reselling, copying, duplicating, reproducing, distributing or making available to any third party.

22. You agree not “crawl” or “spider” or release any automated software or service to obtain information stored, saved or contained on any web page or disk storage as part of the Services.

23. You acknowledge, understand and agree that Trisotech cannot guarantee the security of Your data while it is being transmitted over the Internet and through servers that are out of our control. We strive to protect Your personal information but Trisotech cannot ensure or warrant the security of any information You transmit to our website or services. Any data transmissions You make over the internet are done so at Your own risk. Once we receive the data transmission, we make our best efforts to ensure its security and privacy on our systems.

24. Trisotech reserves the right to limit the file download and/or bandwidth capacity of any or all sites in its sole discretion if it deems such limitation to be in the best interests of the operating performance across all sites. In addition, Trisotech reserves the right to limit the number of e-mails transmitted from its servers for any individual site or group of related sites on a daily basis in its sole discretion. For continued use, additional charges may apply.

25. In the event of an interruption of service, You agree to hold Trisotech harmless and not liable for any minor, material or consequential loss to the user’s business, practice or services.

26. You agree to defend, indemnify, and hold harmless Trisotech, its officers, directors, employees and its agents from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, made by any third party due to or resulting from Your use of the Services or Your violation of this Terms of Service.

27. Trisotech respects the privacy of Our users. Please read our Privacy Statement at www.trisotech.com/privacy-statement, which forms part of this Agreement.

28. You agree to receive administrative and legal notices about the Service electronically via email.

29. Except for customers that have signed a service level agreement with Trisotech, You acknowledge, understand and agree that Trisotech provides the Services to You “As Is” and “As Available” without warranty or condition of any kind, either express or implied, including, but not limited to, the implied warranties of availability, accuracy, reliability, timeliness, security completeness or non-infringement. Trisotech also makes no warranty that the Services will meet Your requirements.

DISCLAIMER OF WARRANTIES

TRISOTECH AND ITS LICENSORS EXPRESSLY DISCLAIM, AND YOU SUBSCRIBER EXPRESSLY WAIVE, ALL WARRANTIES, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR USAGE OF TRADE, RELATED TO THE SERVICES, THE USE OR ANY INABILITY TO USE THE SERVICES, THE RESULTS OF THE USE OR THE ACCURACY OF THE SERVICES. TRISOTECH AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS IN THE SERVICES WILL BE CORRECTED.

LIMITATION OF LIABILITIES

IN NO EVENT SHALL TRISOTECH OR ITS LICENSORS BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, LOSS OF DATA, LOST PROFITS, LOSS OF REVENUE, INTERRUPTION OF BUSINESS, OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND UNDER ANY CAUSE OR ACTION (INCLUDING NEGLIGENCE), WHETHER OR NOT TRISOTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL TRISOTECH’S TOTAL LIABILITY FOR ANY LOSS, DAMAGE, COST, EXPENSE OR LIABILITY ARISING IN RESPECT TO THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

WAIVER; ASSIGNMENT; GOVERNING LAW; ENTIRE AGREEMENT

The failure of Trisotech to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The terms of this Agreement apply to You and may not be transferred, assigned or delegated to anyone without the express written permission of Trisotech. Any attempt by You to assign, transfer or delegate the terms of this Agreement without the express written permission of Trisotech shall be null and void. This Agreement shall be governed by the law of Quebec, Canada, without regard to its conflicts of law provisions. This Agreement comprises the entire agreement between You and Trisotech with respect to the use of the Services and supersedes all prior agreements between the parties regarding the subject matter contained herein (including any prior versions of the Agreement).

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