Website Terms of Use

Review Date: 11/03/2024

These Website Terms of Use (the "Terms of Use") and any documents referred to herein, apply to the Atrilio web site located at www.atrilio.com, and all associated sites linked to www.atrilio.com by Atrilio Ventures S.L., including Atrilio sites around the world collectively, (the “Sites”). It does not apply to Atrilio Sites that do not display or link to these Terms of Use or that have their own terms of use. It also does not apply to Atrilio services and products unless they are linking to these Terms of Use. For purposes of these Terms of Use, “Atrilio,” “us,” “we,” and “our” means Atrilio Ventures S.L..

Please read these Terms of Use attentively before using the Sites.

Using the Sites will be considered that you accept these Terms of Use and agree to adhere to a policy.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, OUR PRIVACY POLICY AND/OR COOKIE POLICY, YOU MUST NOT USE THE SITES.

1. Use of the Sites

Atrilio grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Sites in accordance with these Terms of Use.

All program software, text, artwork, graphs, charts, reports, computer code etc. (collectively, the "Content"), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Sites is destined to your personal, non-commercial use. The Content published on these Sites may be reproduced, distributed or incorporated into any information retrieval system, electronic or mechanical in unmodified form for personal non-commercial use only. The use of press releases and other documents classified as public is permitted in public communications if the source for the information has been stated.

You may not change the Content of the Sites, do not copy, reproduce, create derived works and save the Content; you cannot make a demonstration, publish and spread other way any Content with commercial purpose. In addition, you may not place any part of the Content at net forums, conferences, third-party websites and inscribe it in the mailing list without direct preliminary written consent of Atrilio. In any case when you need Atrilio consent you may write to Atrilio support.

2. Use of Software and Services

When you download software or access services on the Sites, your use is governed by the terms of Atrilio Services Agreements.

BEFORE MAKING A PURCHASE ON THE SITES, PLEASE READ ATRILIO PRIVACY POLICY TO UNDERSTAND OUR POLICIES AND PRACTICES REGARDING YOUR INFORMATION AND HOW Atrilio WILL TREAT IT AND VISIT COMPANY PAGE TO LEARN MORE ABOUT EACH COMPANY SERVICING YOU.

3. Copyrights

The Content on the Sites is protected by copyright and any unapproved use of the Content will entail violation of copyright and trademark and other statutes. Copyright, trademark and all other proprietary rights in the Content rests with Atrilio and/or its licensors. Any rights not expressly granted herein are reserved. You do not acquire ownership rights to any content, document or other materials viewed through the Sites. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

You agree that Atrilio may, in its sole discretion and without prior notice, terminate your access to the Sites and/or block your future access to the Sites if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Sites. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Atrilio for which monetary damages would be inadequate, and you consent to Atrilio obtaining any injunctive or equitable relief that Atrilio deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Atrilio may have at law or in equity.

4. Trademarks

The trademarks, service marks, designs and logos (collectively, the “Trademarks”), displayed on the Sites, are the registered trademarks of Atrilio Ventures S.L. and/or its licensors in the United States of America and/or other countries. Atrilio products referenced herein are either registered trademarks or trademarks of Atrilio and/or its licensors.

Third-Party Trademarks

Microsoft, PowerPoint, and the Office logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries. Flash is a registered trademark of Adobe Systems, Inc. in the United States of America and/or other countries. All other trademarks, registered trademarks, trade names, product names and logos, contained in this Sites are properties of their respective owners.

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, or event is intended or should be inferred. Any rights not expressly granted herein are reserved.

Digital Millennium Copyright Act (“DMCA”) Takedown Notice

Atrilio respects the intellectual property rights of others and expects you to do the same. Atrilio will remove all infringing content if properly notified that it infringes third-party copyrights, and may do so at its sole discretion, without prior notice at any time. Under the United States Digital Millennium Copyright Act of 1998 (the “DMCA”), it is Atrilio's policy to respond expeditiously to copyright owners who believe content infringes their rights. Atrilio reserves the right to remove any content without prior notice to you or any third party.

If you believe that content made available on the Atrilio Sites or web services infringes your copyright, you may send Atrilio a notice requesting that it be removed or that Atrilio block access to it. If you believe that such a notice has been filed wrongfully against it, the DMCA allows you to send Atrilio a counter notice. Notices and counter notices must meet DMCA's requirements. Atrilio recommends that you consult your legal advisor before filing a notice or counter notice. There can be substantial penalties for false claims. It is Atrilio's policy, in appropriate circumstances, to terminate your account if You have committed multiple infringements.

Pursuant to 17 U.S.C. 512(c). the Atrilio's designated Copyright Agent is reached at: dmca.agent@atrilio.com.

5. Privacy Policy and Cookie Policy

In addition to these Terms of Use, your use of this Site is also governed by the following documents:

• Our Privacy Policy which governs our use of your personal information. It sets out the types of personal information we collect, the reasons we collect it, how we use it, where we may pass it on to any third parties, in what circumstances, and for what reasons, and any other relevant information relating to our use and/or processing of your personal information and your rights in relation to your personal information.
• Our Cookie Policy, which governs our use of cookies and similar technologies on our Sites. It sets out the types of cookies we use, the purposes for which we use them, the circumstances in which we may place cookies on your computer, device, or browser, and other relevant information relating to cookies.

By accessing and using the Sites you agree to be bound by the terms and conditions contained in these Terms of Use, you consent to our processing of your personal information in accordance with our Privacy Policy, and you consent to our use of cookies in accordance with our Cookie Policy. If you do not consent to the practices set out in these Terms of Use, our Privacy Policy and/or our Cookie Policy, you must not use the Sites.

6. Use of Communication Services

The Communication Services may contain e-mail services, forums, communities, and/or other message or communication facilities designed to enable you to communicate with others. You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

• Use the Communication Services in connection with junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
• Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
• Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
• Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
• Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict, prevent or inhibit any other user from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including email addresses.
• Violate any applicable laws or regulations.
• Create a false identity for the purpose of misleading others.
• Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Communication Services or other user or usage information or any portion thereof.

Atrilio has no obligation to monitor the Communication Services. However, Atrilio reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Atrilio reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

7. Availability of the Sites

Atrilio makes no representations and provide no warranties that:

• The Sites will be made available at any specific time or from any specific geographical location;
• Your access to the Sites will be continuous or uninterrupted;
• The Sites will be accessible or optimized on all browsers, computers, tablets, phones or viewing platforms.

Atrilio reserves the right to do any of the following, at any time, without notice:

• To modify, suspend or terminate operation of or access to the Sites, or any portion of the Sites, for any reason;
• To modify or change the Sites, or any portion of the Sites, and any applicable policies or terms;
• To modify, change or delete any Content, or any portion of the Content appearing on the Sites;
• To interrupt the operation of the Sites, or any portion of the Sites, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

8. Changes to these Terms of Use and other documentation

Atrilio reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, Privacy Policy, Cookie Policy and any other documentation referred to in any of these documents at any time for any reason.

By continuing to access the Site after we have updated our Terms of Use, our Privacy Policy and/or our Cookie Policy, you confirm that you have read and agree to be bound by that updated version.

It is your responsibility to check these Terms of Use and all other documentation referred to in them each time you access our Site in order to ensure that you are aware of the terms that apply to you at that time.

The date that these Terms of Use and or any other documents (including our Privacy Policy and Cookies Policy) were last amended is set out at the top of that document and is described as that document's “effective date”.

9. Links to the Third-Party Sites

The Sites may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under control of Atrilio, and Atrilio is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

10. Unsolicited idea submission policy

Atrilio or any of its employees, contractors or agents do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Atrilio products or marketing strategies might seem similar to ideas submitted to Atrilio. So, please do not send your unsolicited ideas to Atrilio or anyone at Atrilio. If, despite our request that you not send us your ideas and materials, you still send them, please understand that Atrilio makes no assurances that your ideas and materials will be treated as confidential or proprietary.

11. Unlawful or Prohibited Use

You must not use the Sites with unlawful purpose. You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Sites or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Sites or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Sites. You may not use these Sites in any manner that could damage, disable, overburden, or impair these Sites, or that interferes with any third party's use and enjoyment of these Sites. You agree that you will not modify or cause to be modified any files that are available on the Sites. You may not probe, scan or test the vulnerability of the Sites or any network connected to the Sites, nor breach the security or authentication measures on the Sites or any network connected to the Sites. Any attempt by you to damage or undermine the legitimate operation of the Sites is a violation of criminal and civil laws and, should such an attempt be made or assistance for such an attack be provided, Atrilio reserves the right to seek damages from any such user to the fullest extent permitted by law. Atrilio reserves the right to bar any such activity.

12. Indemnity

You agree to indemnify and hold Atrilio, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys' fees), made against Atrilio by any third party due to or arising out of or in connection with your use of the Sites.

13. Disclaimers

Atrilio does not promise that the Sites or any Content, service or feature of these Sites will be error-free or uninterrupted, or that any defects will be corrected, or that your use of the Sites will provide specific results. The Sites and its Content are delivered on an "as-is" and "as-available" basis. All information provided on the Sites is subject to change without notice. Atrilio cannot ensure that any files or other data you download from the Sites will be free of viruses or contamination or destructive features. Atrilio disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose. Atrilio disclaims any and all liability for the acts, omissions and conduct of any third parties in connection with or related to your use of the Sites and/or any Atrilio services. You assume total responsibility for your use of the Sites and any Linked Sites. Your sole remedy against Atrilio for dissatisfaction with the Sites or any Content is to stop using the Sites or any such Content. This limitation of relief is a part of the bargain between the parties.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

15. Our policy towards children

The Sites and any products or services available on or via these Sites are not intended for use by individuals under age of 16. We do not knowingly collect personal information from children under age of 16. If we become aware that a child under age of 16 has provided us with personal information, we will take steps to delete such information. If you become aware that a child has provided us with personal information, please contact our support services.

Copyright © 2024 Atrilio. All rights reserved. The Sites, material and all documentation are the copyrighted property of Atrilio and/or its licensors and protected by copyright laws and international intellectual property treaties. Atrilio and related logo, and all related product and service names, design marks and slogans are the trademarks and/or registered trademarks of Atrilio and/or its licensors. All other product and service marks contained herein are the trademarks of their respective owners. Any use of the Atrilio or third-party trademarks or logos without the prior written consent of Atrilio and/or its licensors or the applicable trademark owner is strictly prohibited.

Web (Software) Services Subscription Agreement

Review Date: 11/03/2024

ATTENTION: THIS IS A LEGALLY BINDING CONTRACT THAT SHOULD BE READ IN ITS ENTIRETY BEFORE USING Atrilio WEB SERVICES ("SERVICES"). YOU (THE “CUSTOMER”) HEREBY ASKED TO ACCEPT THESE TERMS AND CONDITIONS OF Atrilio WEB SERVICES SUBSCRIPTION AGREEMENT (THE "AGREEMENT") WHICH WILL GOVERN YOUR PROVISION OF MATERIAL TO Atrilio AND ITS AFFILIATES FURTHER DEFINED HEREIN AS “LICENSOR” AND YOUR USE OF THE LICENSOR WEB SERVICES.

BY CLICKING THE BUTTON WHILE REGISTERING YOUR Atrilio ACCOUNT, YOU ARE CONSENTING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ARE BECOMING A PARTY TO THIS AGREEMENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU ASSERT THAT YOU HAVE THE AUTHORITY TO BIND STATED ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO STATED ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE AND ACCEPT THE TERMS, YOU HAVE NO RIGHT TO USE THE WEB SERVICES.

AS A CUSTOMER YOU MAY NOT ACCESS THE SERVICES IF YOU ARE A DIRECT COMPETITOR TO LICENSOR, EXCEPT WITH LICENSOR'S PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

1. Definitions

“Active User” means an End User that accesses the Software Services or accesses any online course during an applicable billing period, regardless of the number of accesses during such billing period, the number of courses accessed during such billing period, or whether or not such End User completes the online course.

“Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with the subject entity; “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Application(s)” means Licensor's Applications and Third-Party Applications.

"Application(s)" means Licensor's Applications and Third-Party Applications.

"Content Library" means a digital library owned and operated by Company, with a focused collection of digital objects, including but not limited to the following components: images, templates, icons and backgrounds (the "Content Library Components") provided as part of Licensor's Software on the terms and conditions of this agreement.

"Controller" means the entity, which determines the purposes and means of the processing of personal data as defined in applicable Data Protection Laws and Regulations.

"Customer" means the individual or the legal entity who activates Software Services provided by Licensor and assumes payment responsibility for the Licensor.

"Customer Content" means all visual, written or audible data, information or material including, without limitation: documents, spreadsheets, text messages, form entries, web pages, and similar material, which are uploaded to, transferred through, publicly posted, processed or entered into the Software Services by the Customer or the End User.

"Customer Data" means electronic data and information submitted by or for Customer to the Software Services or collected and processed by or for Customer using the Software Services, excluding Content.

"Documentation" means the user documentation and associated materials or files related to the Software Services and provided in written, "online" or electronic form.

"Domain Alias" means an additional/alternate domain name created for the primary domain of the website.

"DPA" means the Data Processing Agreement between Customer and Licensor which forms part of this Agreement or other written or electronic agreement between Customer and Licensor for the use of Licensor's Software Services.

"Data Protection Laws and Regulations" mean all international, national, federal, and state laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom, the United States and its states, and other applicable jurisdictions, in each case, to the extent applicable to the processing of personal data under this Agreement.

"End User(s)" means all individuals who are authorized by Customer to use the Software Services, for whom Customer have purchased the Software Services, and for whom Customer (or Licensor at Customer's request) has supplied a user identification and password. End Users may include, for example Customer's employees, consultants, contractors and agents and third parties with which Customer transacts business.

"End User Data" means electronic data and information submitted by or for any end User to the Software Services or collected and processed by or for any End User using the Software Services, excluding Content.

"Initial Term" means the first Subscription Term, as reflected in the invoicing terms specified in the applicable invoicing or packaging for the Software Services.

"Licensor" means the Atrilio Ventures S.L. entity, the owner of all rights, whether exclusive or otherwise to the Software Services, providing Software Services to Customer.

"Licensor's Application(s)" means other, separate applications developed by Licensor that You use and/or authorize to access your Software Services data using the LMS Integration features.

"LMS (Learning Management System) Integrations" means a module for integrating Licensor's LMS with or to one or more Applications.

"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

"Online Courses Library" means a digital online courses library owned and operated by Licensor, with a focused collection of online courses for use in Atrilio learning management system (LMS) or other LMS which work with SCORM compliant courses provided on the terms and conditions of Atrilio Web Services Subscription Agreement.

"Processor" means the entity, which processes personal data on behalf of the Controller as defined in applicable Data Protection Laws and Regulations.

"Renewal Term(s)" means successive renewal periods during which the Customer subscribes to the Software Services.

"Software" means the Licensor's current version of Licensor's software provided to the Customer by Licensor in the combination with the Software Services.

"SSL certificate" means a digital certificate that authenticates a website's identity and enables an encrypted connection. SSL stands for Secure Sockets Layer, a security protocol that creates an encrypted link between a web server and a web browser.

"Software Services" mean the at all times current version of the web services, learning management system (LMS),software programs contained on or available through the Software Services, and other services related thereto provided to the Customer by Licensor in accordance with this Agreement. The Software Services are offered as a Software as a Service. In addition, the Software Services may include additional services and add-ons, including third party software, as agreed between the Customer and Licensor on a subscription or case-by-case basis.

"Subscription Term" means the contract period specified in an applicable invoicing or packaging for the Software Services, during which the Customer subscribes to the Software Services.

"Third Party Application(s)" means each and all products or services developed by third parties that You use in or through the Software Services and/or authorize to access Your Software Services data.

"Trial Service" means a Software Service, which is provided free of charge or which is under development or evaluation and is marked “free”, “demo”, “trial”, “beta” or “evaluation” (or a similar designation).

"Use" or "Usage" means accessing and using the Software Services, downloading any products or uploading any material associated software, and other services related thereto.

"Website Terms of Use" means the terms and conditions to which all Users agree by completing the user registration form (creating a user account). To the extent the Website Terms of Use conflict with the Agreement, the terms of the Agreement shall control.

"Websites" means Licensor's web sites including but not limited to www.atrilio.com.

Warranties and Disclaimers

2.1. LIMITED WARRANTY. Licensor represents and warrants that...

2.2. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM...

Warranties and Disclaimers

2.1. LIMITED WARRANTY. Licensor represents and warrants that (i) it will provide the Software Services in a manner consistent with general industry standards reasonably applicable to the provision thereof (ii) it has all rights, licenses, consents and authorizations necessary to grant the rights and licenses granted in this Agreement; (iii) the Software Services delivered under this Agreement will operate substantially in conformity with its Documentation under normal use and circumstances; (iv) the Documentation accurately and completely reflects all material features and functions of the Software Services; (v) it shall comply with all applicable federal, state and local laws, rules, and regulations when performing its obligations under this Agreement; and (v) to Licensor's knowledge, the Software Services do not contain, and will not transmit to Customer or its systems, any viruses, Trojan horses, timebombs, or any other code, programs or mechanisms that disrupt, modify, delete, harm, or otherwise impede the operation of computer systems.

2.2. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE SOFTWARE SERVICES, THE DOCUMENTATION AND THE CONTENT ARE PROVIDED “AS-IS” AND "AS AVAILABLE" WITHOUT ANY WARRANTY WHATSOEVER AND THE LICENSOR MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELATING TO THE SOFTWARE SERVICES OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR PROVIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE SERVICES. THE LICENSOR MAKES NO WARRANTY THAT THE SOFTWARE SERVICES WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE SERVICES AND THE ACCOMPANYING WRITTEN MATERIALS OR THE USE THEREOF. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE SOFTWARE SERVICES AND SUPPORT SERVICES MAY NOT BE OR BECOME AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE SERVICES, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD PARTIES. THEREFORE, THE LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE SERVICES AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. THE LICENSOR DISCLAIMS ANY AND ALL LIABILITY FOR THE LOSS OF DATA DURING ANY COMMUNICATIONS AND ANY LIABILITY ARISING FROM OR RELATED TO ANY FAILURE BY THE LICENSOR TO TRANSMIT ACCURATE OR COMPLETE INFORMATION TO YOU.

2.3. The Software Services may contain references to specific Licensor products and services that may not be (readily) available in a particular country. Any such reference does not imply or warrant that any such products or services shall be available at any time in any particular country.

Limitation of Liability

3.1. Subject to the limitations set forth in this Agreement, each Party shall only be liable for direct damages.

3.2. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. CUSTOMER ASSUMES THE ENTIRE COST OF ANY DAMAGE RESULTING FROM CUSTOMER'S USE OF THE SOFTWARE SERVICES AND THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE SERVICES, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE LICENSOR OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, COST OF PROCURING SUPPORT SERVICES, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE SERVICES, OR THE INCOMPATIBILITY OF THE SOFTWARE SERVICES WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE FEES PAID BY CUSTOMER TO LICENSOR. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ANY ACTION BROUGHT AGAINST EITHER PARTY PERTAINING TO OR IN CONNECTION WITH THE SOFTWARE SERVICES MUST BE COMMENCED AND NOTIFIED TO THE OTHER PARTY IN WRITING WITHIN TWO (2) YEARS AFTER THE DATE THE CAUSE FOR ACTION AROSE.

3.3. In the event of major defects that seriously impede the Customer's Use of the Software Services and that are attributable to Licensor, Licensor shall make commercially reasonable efforts to rectify such defect. In the absence of intent or gross negligence by Licensor, Licensor otherwise assumes no responsibility for defects or deficiencies in the Software Services. Error notification must be given by the Customer in accordance with the instructions announced by Licensor and within a reasonable time of the discovery of the defect.

3.4. The Customer shall not be entitled to a reduction in payment, or to damages or other sanctions in the event of operational disruption or errors that impede data traffic that are not due to negligence by Licensor.

3.5. Each party's liability under this Agreement, including the DPA, shall, except for claims related to intellectual property, either Party's breach of the confidentiality provisions or either Party's liability under the DPA and Data Protection Laws and Regulations, under all circumstances be limited to direct losses in an amount corresponding to the agreed fees paid by the Customer for the Software Services during the period of twelve (12) months immediately prior to the breach of contract that entitles a party to damages. The foregoing shall not limit each Party's obligations under Section 13 below.

3.6. Some jurisdictions do not allow the exclusion of implied warranties or limitations therefore, the above limitations may not apply to either Party.

License Grant

4.1. Subject to the terms and conditions of this Agreement or in an applicable invoicing or packaging for the Software Services, Licensor hereby grants to the Customer a non-transferable, non-exclusive, non-sublicensable limited term world-wide right to use the Software Services and allow End Users to remotely access and use the Software Services for Customer's own projects.

4.2. Maintenance. Customer acknowledges that certain maintenance activities regarding the Software Services may be necessary or appropriate from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the Licensor's infrastructure is designed to support updates by the Licensor engineering and support teams without the need to interrupt the Software Services. Where such maintenance activities are not reasonably anticipated to materially impact Customer's use of the Software Service, Licensor will have no obligation to provide notice to Customer regarding such maintenance activities, although Licensor generally does so, in the ordinary course, at least (24) twenty-four hours in advance of the same. If Licensor reasonably determines that maintenance activities will require an unavailability or outage of the Software Services in excess of ten (10) consecutive minutes, Licensor will give Customer advance notice of the same. Licensor will use commercially reasonable efforts to perform routine scheduled maintenance during non- business hours.

4.3. Licensor undertakes, in its sole discretion, to adopt commercially reasonable measures in order to ensure that the Software Services are available over the Internet around the clock, seven (7) days a week. Licensor shall be entitled to take measures that affect the aforementioned accessibility where Licensor deems such to be necessary for technical, maintenance, operational, or security reasons. The Customer is aware and acknowledges that the Customer's access to the Internet cannot be guaranteed and that Licensor shall never be liable for deficiencies in the Customer's own Internet connections or equipment.

4.4. The Customer shall be entitled, with or without compensation from End Users, to provide End Users with access to the Customer's Content and the Software Services. The Customer is aware of and acknowledges that the Customer is fully liable for the End Users to whom the Customer affords access to the Software Services. The Customer shall not charge an End User any fee for its use of the Software Services in excess of the Customer's direct costs to Licensor for such End User's participation.

4.5. Licensor shall be entitled to retain subcontractors, including third party software suppliers, for the performance of obligations in accordance with this Agreement. Licensor shall be liable for the subcontractors' work and services in the same manner as for its own work and services.

4.6. Customer Support. Licensor will use commercially reasonable efforts to provide You with email support and maintenance services for the Software Services.

4.7. Licensor reserves the right to make changes or updates with respect to or in the content of the Software Services or the format thereof at any time without notice.

4.8. Other Atrilio Offerings. You may or may not have access to additional Atrilio offerings during the term of your Subscription period on a when-and-if available basis. Access to, use of and any license to use or install any additional Atrilio offerings provided during an active Subscription period shall terminate and cease immediately when the active Subscription terminates.

• 4.8.1. Domain Alias. At the Customer's request the Licensor may set up Customer's domain as an alias to Customer's Software Services account and provide services of a secure encrypted connection to the Customer's Software Services account using an SSL certificate. The Customer shall pay fees for these services in the amounts and payable on the terms set forth in the applicable invoicing or packaging for the Software Services. The Customer shall provide access to the Customer's server via an Internet connection to the Licensor for installation of the Domain Alias Customer's Software Services account. For secure encrypted connection to the Customer's Software Services the Licensor uses an SSL certificate generated by an alternative certification authority. If the Licensor uses the SSL certificate provided by the Customer during the performance of these services, the Customer shall provide an updated SSL certificate no later than 7 (seven) calendar days before the expiration date of the SSL certificate provided during the performance of the services. If the SSL certificate is not provided within the above indicated time frame, the Licensor has the right to use an SSL certificate issued by an alternative certification authority.
• 4.8.2. LMS Integrations. At the Customer's request the Licensor may set up Customer's domain as an alias to Customer's Software Services account and provide services of a secure encrypted connection to the Customer's Software Services account using an SSL certificate. The Customer shall pay fees for these services in the amounts and payable on the terms set forth in the applicable invoicing or packaging for the Software Services.
• A. Using Applications and LMS Integration. You may have the option to acquire or use Applications and to authorize use of certain LMS Integrations via the Software Services, for which additional fees may apply. Third-Party Applications which may be made available to you via the Software Services, are subject to the third-party's terms and conditions, including their privacy policy. Licensor's Applications which may be made available to you are subject to the terms and conditions that accompany this Agreement. Some Applications require the use of or access to certain of your Software Services data. For purposes of this Agreement, the LMS Integrations do not apply to Software Services Trial versions that do not include access to the LMS Integrations.
• B. License You Grant by Use of Applications and the LMS Integrations. Licensor may use (and provide to third parties) a service for the LMS Integrations in order to, among other things, facilitate certain interoperability, data integration, and data access between the Software Services and the applicable Application. By signing up or by using any Third-Party Application, you agree that: (i) the Third-Party Application provider may have access to and use your applicable Software Services data to provide to you the particular Third-Party Application or related services per the Third-Party Application terms and conditions; and (ii) the Third-Party Application provider may transfer your data from the Third-Party Application to Atrilio for Licensor's use per the terms of this Agreement. You grant Licensor all rights to use your Software Services data as reasonably necessary to facilitate the LMS Integrations to Third-Party Application providers and you acknowledge that Third-Party Application providers may be located in a country that does not have adequate security controls to protect your Software Services data. Please carefully review the Third-Party Application terms and conditions. If you do not agree with the terms and conditions of any Third-Party Application, you should not use or access the Third-Party Application or permit it to have access to your Software Services data. Please contact the Third-Party Application provider for technical issues with the Third-Party Application or LMS Integrations to and from the Software Services and Third-Party Application.
• C. Licensor Has No Responsibility for Third-Party Applications or Related Data Transfers. You agree and acknowledge that (i) Licensor has no control over any Third-Party Applications; and (ii) Licensor does not endorse or recommend Third-Party Applications even if they are marketed or distributed via Licensor's Software Services, or other products or websites, or otherwise associated with Atrilio. You agree that the Third-Party Application providers, and not Atrilio, are solely responsible for the process of transferring or sharing, upon your authorization, your Software data with or to one or more Applications (the “Data Transfer”), the Third-Party Application's performance (including technical support), the content on the Third-Party Application provider's website(s) and their use or disclosure of your data. Atrilio will not be liable for any damages, claims or liabilities arising from the third parties or Third-Party Applications.
• D. Use of Applications Must Comply with Applicable Laws. You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use any Application in any manner that would infringe or violate the rights of Atrilio, any Third-Party Application provider, or other third-party; and (iii) not use the Applications in any way in furtherance of criminal, fraudulent or other unlawful activity.

5. Account Terms

5.1. Subscriptions. Unless otherwise provided in the applicable invoicing terms a) Software Services are purchased as Subscriptions, b) subscription may be added during a Subscription Term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscription is added, and c) any added subscriptions will terminate on the same date as the underlying subscriptions.

5.2.Usage Limits. Software Services are subject to usage limits, specified in the applicable invoicing terms. Unless otherwise specified, a) a quantity in the invoicing terms refers to End Users, and the Software Services may not be accessed by more than that number of End Users, b) an End User's password may not be shared with any other individual, and c) an End User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Software Services with prior notice to the Licensor. If Customer exceeds a contractual limit of End Users, Customer will execute invoicing terms for additional quantities of the applicable Software Services promptly upon Licensor's request, and/or pay any invoice for excess Usage.

5.3. Use of the Content Library and Online Courses Library. The Content Library incorporated into the Software, and Online Courses Library are Licensor's intellectual property and are protected by international copyright laws and applicable treaties. The Licensor hereby grants to You a non-exclusive limited, worldwide, non-transferable revocable license, without rights to sublicense, to Use the Content Library according to the terms and conditions of Atrilio Content Library End User License Agreement and/or Online Courses Library according to the terms and conditions of Atrilio Online Courses Library End User License Agreement.

6. Customer Obligations

6.1. The Customer shall always comply with the security and administrative regulations as notified in conjunction with registration, by e-mail, as made available on the Website, or in any other manner. The Customer shall also be responsible for notifying End Users of such regulations and also the End User's fulfillment regarding such regulations.

6.2. The Customer shall ensure that all details provided regarding the Customer's personal data, contact information, billing information (such information being “Customer Data”) and End User Data, and where applicable, are correct, true, accurate, current and complete and undertakes to update such information as soon as commercially reasonable when changes to such information occurs. If Customer or any End User provide any information that is untrue, inaccurate, not current or incomplete, or Licensor has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Licensor has the right to suspend or terminate Customer's or that End User's account and refuse any and all current or future use of the Software Services, or any portion thereof.

6.3. The information Customer or End User provide to Licensor during the registration process will help in offering content, customer service, and network management.

6.4. The Customer shall be responsible for the activities conducted by the Customer and the End Users, including minors who are at least 16 years old, within the Software Services and shall use the Software Services in compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Software Services by the Customer and/or End Users shall be the sole responsibility of the Customer.

6.5. The Customer shall be responsible for monitoring its Content and shall be liable vis-à-vis Licensor for ensuring that Content transferred to or handled within the Software Services which is processed by the Customer and/or End Users does not infringe any third-party rights nor in any other manner violates governing legislation, and that the Customer and End Users possess such necessary licenses from third parties as may be required in order to process the Content/use the Software Services.

6.6. The Customer undertakes to use the Software Services in such a manner that such use does not prevent or disrupt other computer communications or mobile telephone communications or prevent or disrupt the equipment employed in order to provide and use the Software Services.

6.7. The Customer is aware of and acknowledges that it is not permitted to use the Software Services in order to gain material in violation of applicable national law.

6.8. The Customer undertakes not to use the Software Services in any manner which may result in the infringement of any third party's copyright, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Software Services in any other manner incompatible with the purpose intended.

6.9. The Customer undertakes not to provide access to the Software Services to anyone else than End Users who have completed the registration form and thereby agreed to this Agreement. End User accounts cannot be shared or used by more than one (1) individual End User, a single End User account shared by multiple people is not permitted. The Customer is responsible for managing the End Users right to use the Software Services.

6.10. The Customer shall remain liable for the End Users' use of the Software Services under this Agreement and ensure that Users perform their obligations towards Licensor.

6.11. Customer may create separate End User accounts for as many End Users as Customer plan allows. End User account means a unique account established by Customer in order to gain access and utilize the Software Services under Customer account by End Users.

6.12. The Customer is obligated to notify Licensor regarding any suspected breach of these provisions.

7. Security, Passwords

7.1. The Customer or each End User will receive a password and account designations upon completing the registration process. Customer or any End User are solely responsible for maintaining the confidentiality of Customer's or End User's account(s) and password(s), and are fully responsible for all activities that occur under Customer's or End User's password or user identification

7.2. The Customer shall ensure that End User identities, passwords, and equivalent obtained by the Customer in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by third parties. The Customer shall be liable for any unauthorized use of the Software Services. Licensor shall have no liability for any loss or damage arising from the Customer's failure to comply with these requirements.

7.3. Where it is suspected that any unauthorized person has become aware of a user identity and/or password, the Customer shall immediately inform Licensor thereof and also change such user identity and/or password.

7.4. The Customer shall be liable for losses or damage incurred by Licensor where the Customer intentionally or negligently reveals an End User identity/password to a third party or where an End User identity and password otherwise become known to an unauthorized party, unless the Customer notifies Licensor immediately upon suspicion that such has occurred.

7.5. Licensor shall adopt reasonable measures to ensure that the security of the Software Services meet relevant industry standards.

8. Usage Restrictions

Customer will not (a) make the Software Services available to, or use the Software Services for the benefit of, anyone other than Customers or End Users, (b) sell, resell, license, sublicense, distribute, rent or lease the Software Services, or include the Software Services in a service bureau or outsourcing offering, (c) use the Software Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Software Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Software Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Software Services or its related systems or networks, (g) permit direct or indirect access to or use of the Software Services in a way that circumvents a contractual usage limit, (h) copy the Software Services or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Software Service, other than framing on Customer's own intranets or otherwise for Customer's own internal business purposes or as permitted in the Documentation, or (k) access the Software Services in order to build a competitive product or service, or (l) reverse engineer the Software Services (to the extent such restriction is permitted by law). Customer may not use the Software Services for any illegal or unauthorized purpose. Customer must not, in the use of the Software Services, violate any laws in Customer's jurisdiction (including but not limited to copyright laws).

9. Trial Services

9.1. If you register on the Website for Trial Services, Licensor will make one or more Software Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Software Service(s), or (b) the start date of any purchased subscriptions ordered by you for such Software Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. One person or legal entity may not maintain more than one trial account.

9.2. Trial Software Services are provided strictly “as is”. You may use a Trial Software Service in a manner consistent with the terms and conditions of this Agreement, but Licensor may, at its sole discretion, disable certain features of a Trial Software Service and enforce time limits on your right to use the same. In light of the fact that a Trial Software Service is provided free of charge, Licensor disclaims all warranties, representations, and liabilities as set forth in this Agreement and Licensor shall not be liable for damages of any kind related to your use of a Trial Software Service.

9.3. ANY DATA YOU ENTER INTO THE SERVICES, ANY CONTENT YOU MAKE AVAILABLE THROUGH THE SOFTWARE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SOFTWARE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE FROM LICENSOR A SUBSCRIPTION TO THE SAME SOFTWARE SERVICES AS THOSE COVERED BY THE TRIAL SOFTWARE SERVICES, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.

10. Customer and End User Content

10.1. By entering into this Agreement and uploading, sending, providing or otherwise making available Customer's and End User's Content to Licensor Customer and End User are directing and authorizing Licensor to, and granting Licensor a royalty-free, non-exclusive right to, host, cache, route, transmit, store, copy, perform, display, in order to (i) host the Content on Licensor's servers, (ii) index the Content. Customer hereby represents and warrants that (i) Customer has all the necessary rights, titles, and/or interests (including all proprietary rights) in Content to grant such right; (ii) as granted and as used in connection with Licensor Website, Software Services and products, does not and will not violate any intellectual property rights of any third parties; and (iii) that Customer's granting of the License and the use of the Content as authorized by the right does not violate any law (including, without limitation, privacy, export control, obscenity and anti-spam laws), (iv) the License does not violate any agreement or order to which Customer is a party or by which Customer or Customer's assets are bound nor require any consent from any person, entity or government authority and (v) the Content can be used by Customer for any business purposes. Customer further represents and warrants to Licensor the following: (a) Customer is at least 16 years of age if Customer is a natural person; (b) all of the information provided by Customer to Licensor is correct and current (including without limitation information Customer provides in the registration form); (c) the Content is not, in whole or in part, pornographic or obscene; (d) Customer holds and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in and to the Content to enter into this Agreement and to grant the rights granted herein; (e) Customer has the legal right and authority to enter into this Agreement, to perform the acts required of Customer under the Agreement, and to grant the rights and licenses described in this Agreement.

10.2. On occasion, Licensor may ask for Customer's written permission to use the Content, courses, designs and customizations for promotional and/or marketing purposes.

10.3. Moderation and Removal of Negative Content. (a) complaints submitted by a third party on Customer's or End User's Negative Content (hereinafter - Negative Content) shall be conducted and resolved by Licensor for a maximum of 7 (seven) business days; (b) Licensor will use commercially reasonable time to inform Customer about the complaints received on the Negative Content, which has to be moderated or removed; (c) If Customer's consent for removal of the Negative Content in question is received or if such consent was not received within 3 (three) business days after Licensor has informed Customer, such Negative Content that does not comply with terms set forth in Section 10.4 of this Agreement will be immediately deleted by Licensor; (d) If the consent for removal of the Negative Content was not received by Licensor, the Customer will be given 3 (three) business days to amend and change such Negative Content. Amended Content has to be verified by Licensor on the compliance with terms of Section 10.4 of this Agreement; if Customer's Content after amendments do not comply with the provisions of Section 10.4 of this Agreement, Licensor shall delete such Content immediately;

10.4. Under Negative Content shall be understood any material that contains, including but not limited to: threats of theft, vandalism, physical harm or financial loss; encouragement of suicide or self-inflicted injuries to oneself, others or animals, as well as images of such injuries and other shocking content; personal information of others posted for the purpose of blackmail or harassment, including threats to publish intimate images; propaganda of illegal activities and criminal organizations, including terrorism; information about the use or sale of drugs, offers to buy or sell weapons, ammunition or explosives; spam, fraud or misleading information; harassment, sexual exploitation of children or adults, and child pornography; violations of copyright or trademark rights; other violations under this Agreement and applicable laws.

10.5. Copyright and Intellectual Property Protection

DMCA Takedown Notice

Atrilio complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you believe that content made available on the Atrilio Sites or web services infringes your copyright, you may send Atrilio a notice requesting that it be removed or that Atrilio block access to it.

If you believe that such a notice has been filed wrongfully against it, the DMCA allows you to send Atrilio a counter notice. Notices and counter notices must meet DMCA's requirements. Atrilio recommends that you consult your legal advisor before filing a notice or counter notice. There can be substantial penalties for false claims. It is Atrilio's policy, in appropriate circumstances, to terminate your account if You have committed multiple infringements. Pursuant to 17 U.S.C. 512(c). the Atrilio's designated Copyright Agent is reached at: dmca.agent@atrilio.com

11. Ownership Rights

11.1. For Licensor. Copyright, trademark and all other proprietary rights in the Software Services and the Software (including but not limited to software, services, audio, video, text, photographs, specific content, products, materials, services or information contained on or available through the Software Services) rests with Licensor and/or its licensors, Affiliates or suppliers. All rights in the Software Services and the Software not expressly granted herein are reserved. Customer agrees not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Services and the Software except as expressly authorized herein. Except as otherwise provided, the content created with the Software and published through the Software Services may be reproduced or distributed in unmodified form for personal non-commercial use only. Any other use of the content available through the Software Services and the Software, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of Licensor is strictly prohibited. All copyright and other proprietary notices shall be retained on all reproductions.

11.2. Licensor hereby disclaims any rights to trademarks, service marks, trade names, logos, copyright, patents, domain names or other intellectual property interests of third parties. All intellectual property interests of third parties listed above are the properties of their respective owners. Licensor disclaims any proprietary interests in the intellectual property rights other than their own.

11.3. For Customer. All title, ownership rights, and intellectual property rights in the Content that Customer or End User owns, and that Customer or End User upload to the Software Services, will remain owned by that Customer or End User.

11.4. Third Party Rights. Licensor's Software Services and Software may operate in conjunction with or using certain third-party tools, formats, software or products (“Third Party Components”) and Licensor expressly disclaims any liability relating to such functionality. Any Third-Party Components incorporated into or accompanying Licensor's Software Services and Software is third parties' intellectual property and is protected by United States, and international copyright laws and applicable treaties. Licensor has obtained such rights, permissions and consents as are necessary for Licensor to use the Third-Party Components in conjunction with the Licensor's Software Services and Software as licensed by this Agreement. Customer hereby acknowledges that under this Agreement Licensor provides Customer only with a right of limited use under the terms and conditions of this Agreement. And Customer hereby agrees and confirms to use the Third-Party Components only in conjunction with Licensor's Software Services and Software, as permitted by this Agreement.

12. Unlawful or Prohibited Use

12.1. Customer may not use the Software Services and the Software for any purpose that is unlawful, prohibited by this Agreement, or in any way interferes or attempts to interfere with the proper working of the Software Services and the Software. Customer may not use the Software Services and the Software in any manner that could damage, disable, overburden, or impair the Software Services and the Software, or that interferes with any third party's use and enjoyment of the Software Services and the Software. Customer agrees not to modify or cause to be modified any files that are available in or through the Software Services and/or use any third-party software that intercepts, "mines," or otherwise collects information from or through the Software Services and the Software. Customer may not obtain or attempt to obtain any materials or information through any means not intentionally made available by Licensor to all users of the Software Services and the Software. Customer shall not institute, assist, or become involved in an attack upon any Licensor server or otherwise attempt to disrupt the Licensor servers.

12.2. ANY ATTEMPT BY CUSTOMER TO DAMAGE LICENSOR SERVERS OR UNDERMINE THE LEGITIMATE OPERATION OF LICENSOR IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND, SHOULD SUCH AN ATTEMPT BE MADE OR ASSISTANCE FOR SUCH AN ATTACK BE PROVIDED, LICENSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH USER TO THE FULLEST EXTENT PERMITTED BY LAW.

12.3. Licensor reserves the right to terminate Customer's access to the Software Services and the Software and cancel this Agreement and, without limitation, any other agreement between Licensor and Customer or End User if Customer fails to comply with any term of this Agreement, including but not limited to the terms set forth in this Section 12 (Unlawful or Prohibited Use).

13. Indemnification

13.1. Customer hereby agrees to indemnify and hold harmless Licensor, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of Customer breach of this Agreement and any third party claims arise from Customer's and End User's Content inputted in the Software Services, provided that Customer has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defense of any suit, proceeding or settlement and that Licensor has not compromised or settled the claim, suit or proceeding without Customer's prior written consent.

13.2. Licensor hereby agrees to indemnify and hold harmless Customer, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of Licensor's breach of this Agreement and any third party claims that the authorized use of the Software Services furnished by Licensor under this Agreement constitutes an infringement of any third party intellectual property right; provided that Licensor has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defense of any suit, proceeding or settlement and that Customer has not compromised or settled the claim, suit or proceeding without Licensor's prior written consent, and provided further that Licensor shall have no obligations under this Section 13 to the extent any claim is based on the combination or use of the Software Services with other software, hardware or services not furnished by Licensor or use of the Software Service in a manner prohibited under this Agreement, in a manner for which it was not designed where the Software Services would not otherwise itself be infringing.

13.3. In the event that the Software Services in such suit or proceeding are held to constitute an infringement, or if in Licensor's reasonable opinion the Software Services may constitute such infringement, and/or its further use is enjoined, Licensor shall, at its own expense and at its option, either (i) procure for Customer the right to continue the use of the Software Services, or (ii) replace the Software Services with non-infringing services of materially equivalent function and performance, or (iii) modify the Software Services so that it becomes non-infringing without materially detracting from function or performance. Should none of these measures be technically, commercially or economically reasonable to Licensor, then either party may terminate this Agreement. Upon such termination, Licensor shall refund the amount of fees paid in advance in respect of not yet used the Software Services.

14. Term and Termination

14.1. Initial Term. This Agreement shall commence when the Customer purchases the Software Services or otherwise legally obtains the right to use the Software Services. This Agreement shall continue through the Initial Term as reflected in the invoicing terms specified in the applicable invoicing or packaging for the Software Services, and will renew automatically at the end of the Initial Term and at the end of each term thereafter unless and until the Customer gives notice of his/her intention to terminate a purchased subscription pursuant to the terms of this Agreement. Unless earlier terminated as provided herein, this Agreement shall continue in full force and effect until the termination or expiration of the Initial Term or last Renewal Term in effect (the “Agreement Term”).

14.2. Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, the parties shall have the right to terminate this Agreement as provided below:

• (a) By either party if the other party commits a material breach of this Agreement and such breach remains uncured 30 (thirty) days after written notice of such breach is delivered to such other party;
• (b) By either party if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor's moratorium or similar laws;
• (c) By Licensor if any amounts owed remain unpaid for more than fifteen (15) days following written notice of such unpaid amounts being delivered to the Customer.
• (d) By Licensor immediately in the event of any verbal or written abuse (including threats of abuse or retribution) by any Customer or the End User, employee, officer, agent, or representative directed toward any Licensor customer, employee, or officer.

14.3. Effect on Termination. Upon termination of this Agreement for any reason, all rights and licenses granted by Licensor hereunder to Customer will immediately cease. Upon any duly effected termination of this Agreement pursuant to Section 14.2. (a) or (b), Licensor shall refund any pre-paid but unearned fees to Customer.

14.4. Upon any expiration or termination of this Agreement, Licensor shall make Customer's Content reasonably available to it for a period of thirty (30) days.

14.5. Surviving Provisions. The Sections titled “Fees and Payment Terms, Refunds, Active Users”, “Ownership Rights”, “Confidentiality”, “Warranties and Disclaimers”, “Indemnification”, “Limitation of Liability”, “Effect of Termination”, “Personal Data, Privacy, Disclosure”, “Governing Law” will survive any termination or expiration of this Agreement.

15. Fees and Payment Terms, Refunds, Active Users

15.1. Invoicing and Payment. The Customer shall pay fees for the Software Services and other Licensor's offerings, if applicable, in the amounts and payable on the terms set forth in the applicable invoicing terms. The Fees may be made by Customer through use of an authorized credit card or, if agreed to by Licensor, by another method of payment. Licensor reserves the right to change the Fees or applicable charges upon fifteen (15) days prior notice to Customer (which may be sent by email to the address Customer have most recently provided to Licensor).

15.2. The Customer undertakes to make payment of invoices, in the currency stated on the invoice, into the account stated on the invoice.

15.3. The Software Services provided by the Licensor are billed in advance on the payment terms specified in the applicable invoicing or packaging for the Software Services by the due date and in the currency specified in the applicable invoicing or packaging for the Software Services. Interest on overdue payments shall be payable according to law. After the Initial Term, and at the beginning of each Renewal Term thereafter, the fees for such upcoming Renewal Term shall be revised to reflect Licensor's then-current fees for the applicable Software Services. If any amount owing by Customer under this Agreement for the Software Services is overdue, Licensor may, without limiting other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Software Services to Customer until such amounts are paid in full. Licensor will give Customer at least 7 days' prior notice that Customer's account is overdue before suspending Services to Customer. In addition, Licensor may terminate a Subscription, delete and destroy the Customer's Content and to immediately terminate this Agreement in the event of overdue payments in excess of thirty (30) days.

15.4. Except as otherwise specified herein or in the invoicing terms, (i) fees are based on the Software Services and the Software purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term. Except as otherwise set forth in this Agreement, in the event of early termination of the Agreement, the Customer shall not be entitled to a refund of any prepaid fees.

15.5. Active Users. If set forth in the applicable invoicing or packaging for the Software Services, the fees for accessing the Software Services are determined based on the number of Active Users in any billing period. If set forth in the applicable invoicing or packaging for the Software Services, the billing periods for measuring Active Users will be the one-month periods beginning on the Effective Date and on each one-month anniversary of the Effective Date thereafter, continuing through the end of the Subscription Term, as applicable. Fees for additional Active Users in excess of the authorized number of Active Users set forth in the applicable invoicing or packaging for the Software Services in each billing period (each, an “Extra User”) will be invoiced to Customer in arrears in the amount specified in the applicable invoicing or packaging for the Software Services. Licensor reserves the right, by notice and use of appropriate and reasonable measures, to audit the number of Active Users during any active billing period, to determine Customer's compliance with Active User limitations and Customer will provide all reasonable assistance to Licensor in any exercise of such rights.

15.6. Taxes. All disbursements, prices and fees payable to Licensor hereunder shall be paid free and clear of any deduction or withholding on account of taxes. Customer shall be responsible for all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes now in force or enacted in the future imposed by any governmental entity upon the sale, use or receipt of the Software Services, with the sole exception of Licensor's income taxes. Customer shall cover all fees and processing expenses for chargebacks, frauds, and refunds. Notwithstanding anything to the contrary herein, Customer shall be solely responsible for any value added taxes collections, payments and related registrations arising in any way out of or relating to this Agreement. If and when Licensor has a legal obligation to collect such taxes, Licensor will invoice Customer the amount of such taxes, and Customer will pay such amount unless Customer provides Atrilio with a valid tax exemption certificate or valid VAT ID prior to the issuance of an invoice, provided, however, that no such exemption shall be extended to Customer following written notice to Licensor from a taxing authority of appropriate jurisdiction that Customer does not qualify for the claimed exemption. If Customer does not provide a valid tax exemption certificate or valid VAT ID within 30 days as of the issuing of the invoice, Customer agrees and acknowledges that the tax collected by Licensor shall not be refunded to Customer.

If Customer is required to withhold taxes from payments to Licensor, Customer shall pay Licensor the amount owing on the invoice, less a deduction for such taxes withheld to be remitted directly by the Customer to the relevant tax authority. Customer will provide the Licensor with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by the Licensor within 30 (thirty) days of Customer's payment to Licensor from which the withholding was made to establish that such taxes have been paid by Customer. If Customer does not provide the valid receipt for such taxes remitted within 30 days, Customer agrees and acknowledges that it will be charged and will have to pay for the full amount of the invoice.

The parties shall reasonably cooperate to more accurately determine each party's tax liability and to minimize such liability to the extent legally permissible.

16. Confidentiality

16.1. “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 disclosure. Customer Confidential Information includes Customer and User Data; Licensor Confidential Information includes the Software Services and content available through the Software Services; and Confidential Information of each Party includes the terms and conditions of this Agreement and all invoicing terms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of the Confidential Information.

16.2. The Receiving Party shall not disclose to any third party, or otherwise make available, the Confidential Information received from the Disclosing Party within the scope of the Agreement without the Disclosing Party's prior written consent. The duty of confidentiality shall remain in force notwithstanding the termination of the Agreement.

16.3. Licensor shall be entitled to review Content, which is publicly posted through the Software Services' web publication features. Licensor also reserves the right to analyze usage patterns in an aggregated form.

16.4. Except for Content mentioned above and other than pursuant to the Customer's instructions, legal provisions, public authority regulations or court orders, Licensor shall not be entitled to review Content processed by the Customer via the Software Services.

16.5. Penetration Testing. If Customer desires to conduct penetration testing or to have a third-party conduct penetration testing on its behalf, Customer must provide written notice to Licensor at least thirty (30) days prior to the penetration testing with request to conduct such penetration testing. penetration testing is not authorized until after receipt and validation of the required information provided to Licensor by Customer and after delivery to Customer of authorizations for penetration testing provided by Customer or its contractors. Any penetration testing conducted by or at the request of the Customer will be: (a) at Customer's expense; (b) limited to the source and destination IP addresses and network bandwidth specified in the penetration testing request, and the times and other conditions specified in the authorization provided by Customer or its contractor, and Customer will abide by the policies of Licensor or its contractor provided to Customer regarding the use of security assessment tools and services. Customer is responsible for any damages to Licensor or other Licensor customers that are caused by penetration testing activities.

17. Personal Data, Privacy, Disclosure

17.1. Licensor will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer and End User Data, as described in the security whitepaper available by request of the Customer. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Licensor personnel except (a) to provide the purchased Software Services and prevent or address service or technical problems, or (b) as Customer expressly permits in writing.

17.2. In order for the Customer to be able to use the Software Services, the Customer must provide certain data to Licensor regarding the Customer's representatives, including but not limited to full name, e-mail address, telephone number, the name of the Customer's organization and the title the Customer's representative. Following receipt of such data, Licensor will process the same using automatic data processing in order to enable Licensor to administer and otherwise perform its obligations within the scope of the Software Services and to ensure that unauthorized persons do not gain access to the Software Services.

17.3. In addition, in order for the Customer to be able to use the Software Services, the Customer must also allow Licensor to store and retrieve session information on the Customer's representatives' end terminal equipment, through the use of “cookies”. The purpose of such storage and retrieval of information is to enable the necessary login/logout procedures used in the Software Services and to ensure that unauthorized persons do not gain access to the Software Services.

17.4. The Customer will be responsible for determining the purposes and means of the processing of the Content and any End User personal data provided by End Users of the account, and Customer shall when considered to be the Controller, in its use of the Software Services, process personal data of the End Users in accordance with the requirements of Data Protection Laws and Regulations. Customer shall in such event has the sole responsibility for the accuracy, quality, and legality of personal data and the means by which Customer acquired personal data.

17.5. The Customer is aware of and acknowledges that End Users must provide personal data in order to gain access to the Software Services. Customer shall use its best endeavors to ensure that such personal data is provided by the End Users. If third party applications are made available by Licensor within the Software Services, or if an End User initiates or accepts to copy or export Content or personal data from the Software Services to a non-Licensor application, Customer acknowledges that Licensor may allow such third-party application provider access to Content and personal data as required for the interoperation of such embedded, linked or interacted applications.

17.6. If Licensor at any time has access to personal data stored in the Customer's account owned by the Customer, Licensor is considered to be a Processor to Customer, Licensor shall fulfil its obligations as a Processor in accordance with Data Protection Laws and Regulations, and will furthermore accept such assignment based on the instructions, terms and conditions in the DPA, executed by the parties, which shall form an integrated part of this Agreement.

17.7. Licensor's information gathering and dissemination practices are set forth in the Licensor's Privacy Policy, which is available here.

17.8. The Customer accepts that Licensor is not obliged to disclose information to Customer in respect of individual End Users use of the Software Services.

18. Disclosure Legally Compelled or Required.

In the event Receiving Party becomes legally compelled, required or requested by an applicable court or regulatory agency to disclose any Confidential Information of a Disclosing Party, the Receiving Party will provide the Disclosing Party with prompt written notice thereof, unless providing such notice would violate applicable law or regulation, and reasonably cooperate, at the Disclosing Party's option and expense, with the Disclosing Party so that the Disclosing Party may prevent, limit or otherwise respond to such disclosure requirement. Notwithstanding the foregoing, if a Receiving Party is required by applicable securities laws, rules or regulations or stock exchange requirements to disclose or describe Confidential Information of a Disclosing Party, it will use reasonable efforts to notify the Disclosing Party before complying with such laws, rules and regulations. The Receiving Party agrees to furnish, disclose or describe only that portion of the Confidential Information, which is legally required (in the opinion of its counsel).

19. Modifications.

19.1. This Agreement, except for the DPA, may be amended by Licensor at any time by providing the new terms and conditions for Customer to accept available on the Website or when Customer next logs in to the Services. Additionally, please check the Website Terms of Use published on the Websites regularly to ensure that you are aware of all terms governing your use of the Website.

19.2. Where the Customer does not accept the amendment, the Customer shall be entitled, within thirty (30) calendar days from the amendment being published on the Website, provided that the changes have an adverse effect, that could not be considered as minor, on the Customer, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Customer within the aforementioned time, the Customer shall be deemed to have accepted the new terms and conditions.

19.3. Notwithstanding the foregoing, Licensor reserves the right, in its sole discretion, to make any changes to the Software Services and Software that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Licensor's services to its customers, (ii) the competitive strength of or market for Licensor's services, or (iii) the Software Services' cost efficiency or performance; or (b) to comply with applicable law; provided that no such changes have the effect of materially degrading the functionality of the Software Services.

20. Feedback

Customer may from time to time provide suggestions, comments or other feedback to Licensor with respect to any product, material, software or information provided by Licensor (hereinafter "Feedback"). Customer agrees that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for Licensor. However, Licensor shall not disclose the source of any feedback without the providing party's consent. Licensor shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to Customer. The foregoing shall not, however, affect either Party's obligations hereunder with respect to the information protected pursuant to the privacy policy.

21. Assignment.

This Agreement, rights and obligations provided hereunder may not be assigned, in whole or in part by Customer, without the prior written consent of the Licensor. Any attempt of assignment without such consent shall be null and void and of no force and effect. The Licensor shall have the right at all times to assign any of its rights or obligations under this Agreement to any of the Affiliate of the Licensor or other companies authorized by the Licensor to provide the Software Services, with prior notice to the Customer.

22. Publicity.

Neither Party shall issue publicity and general marketing communications concerning their relationship without the prior written consent of the other Party and neither Party shall disclose the terms of this Agreement to any third party other than its outside counsel, auditors, and financial and technical advisors, except as required by law).

23. Choice of Law and Contracting Entity.

23.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Madrid (Spain) without regard to its principles of conflict of laws. You agree to the exclusive jurisdiction of the courts of Dubai for any claim or cause of action arising out of, or relating to or in connection with this Agreement or the Products, provided that such exclusivity does not apply to legal actions initiated or brought by Licensor.

Notwithstanding the foregoing, if the Atrilio Ventures S.L. entity, providing the Software Services is any other company indicated on the Company Page, as the case may be, any dispute arising hereunder shall be exclusively construed in accordance with the laws of the country of registration of this Atrilio Ventures S.L. entity without regard to principles of conflict of laws.

23.2. Except as otherwise set forth in this Agreement, Licensor does not bear any responsibility nor assumes any risks if by any reason the Software Services, a product or a service made available through the Software Services breaches national law of any state. Those who access the Software Services do so on their own initiative and are responsible for compliance with their national laws.

24. Changes to this Agreement

This Agreement may be updated from time to time. If we make any changes, we will notify you by revising the "Review date" date at the top of this Agreement. We encourage you to review this Agreement whenever you download the Products and/or access the Software Services to stay informed about the changes.

If you disagree with any changes to this Agreement, you will need to stop using the Products and Software Services and deactivate your account(s), as outlined above.

© 2023 Atrilio. All rights reserved. The Sites, material and all documentation are the copyrighted property of Atrilio and/or its licensors and protected by copyright laws and international intellectual property treaties. Atrilio and related logo, and all related product and service names, design marks and slogans are the trademarks and/or registered trademarks of Atrilio and/or its licensors. All other product and service marks contained herein are the trademarks of their respective owners. Any use of the Atrilio or third-party trademarks or logos without the prior written consent of Atrilio or the applicable trademark owner is strictly prohibited.