Service License Agreement

a. Subject to the terms and conditions set forth in this Agreement, Action1 hereby grants Client a non-exclusive, non-transferable license, revocable, non-sublicensable license to use and access the Service for personal or business use only for the time period (the “Term” as defined in Section 6) that Client paid/or agree to pay the applicable fees. Client acknowledges and agrees that access to the Service is licensed and not sold. Client shall not resell the Service unless specifically authorized by Action1 in writing. If the Client has executed a Reseller Agreement with Action1, then any conflicts between this Agreement and Reseller Agreement shall be resolved in favor of the Reseller Agreement for those licenses the Client has resold. Even if the Client has executed a Reseller Agreement, this Agreement shall continue to apply in its entirety to the licenses the Client utilizes for its internal use without regard to the Reseller Agreement. The Service is provided to Client “as is” and is subject to modification from time to time and at Action1’s sole discretion.

b. Client acknowledges and agrees that this Agreement does not convey to you any rights of ownership in or related to the Service or Software, or any intellectual property rights. All rights not expressly granted to you are reserved by Action1. Except as expressly set forth herein, Action1 alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service and/or the Software, which are hereby assigned to Action1.

c. Certain features and functionalities within the Service and Software require use of third-party services, products, technology and content (collectively, “Third-Party Services”), which are further outlined in Section 15- Third-Party Components. Action1 is not responsible for any compatibility issues, downtime, errors or bugs in the Service or Third-Party Services caused in whole or in part by the Third-Party Services or the failure thereof. Action1 is solely responsible for obtaining any associated licenses and consents necessary for Action1 to use the Third-Party Services in connection with the Service and Software. Client agrees to comply with the terms of this Agreement to ensure compliance with all applicable Third-Party license terms.

a. Client is responsible for establishing a username and password (or any other means required by Action1) for verifying that only you (for a subscription for an individual), your designated agent, or your designated employees have access to any administrative functions of the Service and Software. Client will be responsible for maintaining the security of Client’s account, passwords (including, but not limited to, administrative and user passwords), and files, and for all uses of your account with or without your knowledge or consent.

b. If the subscription is not for an individual, then the Client will designate an employee or agent who will be responsible for all matters relating to this Agreement (“Primary Contact”). Client may change the individual designated as Primary Contact at any time by providing written notice to Action1. Action1 is not liable for any losses, damages, claims, demands, actions, costs and expenses (including reasonable attorneys’ fees and court costs) arising from or created by any of your acts or omissions related to the access or use of the Service and Software.

c. Access to the Service and/or Software may require you to install certain software applications. Except as otherwise specifically permitted under this Agreement, Client shall not, nor will Client permit any third party to: (i) copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the Service and Software to any third party in whole or in part; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to reverse engineer or discover the source code, underlying ideas, or algorithms of the Service and Software, or any part thereof; (iii) resell any of the Service and Software components to any other person, entity, computer, computer network, or other device without express authorization of Action1; (iv) upload, post, mail, publish, transmit or distribute in any way the Service and Software, any component thereof, or derivative works based thereon; (v) input, upload, transmit or otherwise provide to or through the Service and Software, any information or materials that are unlawful or injurious or that contain, transmit or activate any harmful code, viruses, corrupted files or similar items that may damage the Service and Software or another’s computer hardware; (vi) provide benchmarking or summary information regarding the Service and Software to any competitor of Action1; or (vii) remove, delete, alter, or obscure any trademarks, copyright or other proprietary notices.

d. Client will work with Action1 and provide timely, confidential feedback about product value and performance. Action1 shall own all intellectual property rights in any improvements, upgrades, or derivative works resulting from the use of such feedback.

e. Client acknowledges that the Service and Software are proprietary to Action1, and Action1 retains exclusive ownership of the same throughout the world and all related intellectual property, including, without limitation, all Service and Software components, and all derivatives thereof. Additionally, modifications, updates, or customizations made by Action1 to the Service and Software shall be owned exclusively by Action1, and Client shall receive or possess no right, title, or interest in any modifications, updates, or customizations except for its license to use the Service and Software as expressed herein.

f. Client hereby irrevocably grants all such rights and permissions in or related to any data to Action1 as are necessary or useful to perform the services contemplated by the Service and as necessary for Action1 to enforce its rights under this Agreement.

a. Each Party acknowledges that it and its employees or agents, in the course of the projects and services contemplated by this Agreement, may be exposed to or acquire information that is proprietary or confidential to the other Party (“Confidential Information”). Each Party agrees to hold Confidential Information of the other Party in strict confidence and not to use such Confidential Information or discuss or disclose such Confidential Information to any third party. The Parties agree that Confidential Information does not include: (i) information which at the time of disclosure is, or without fault of the recipient becomes, generally available; (ii) information which either Party can show was in its possession at the time of disclosure or was independently developed by it; (iii) information received from a third party which had the right to transmit same without violation of any confidentiality agreement with the other Party; and (iv) information which is required to be disclosed pursuant to court order or by law. Client further acknowledges that Action1 does not wish to receive any Confidential Information from Client that is not necessary for Action1 to perform its obligations under this Agreement and, unless the parties specifically agree otherwise, Action1 may reasonably presume that any information received from Client that is not designated as confidential is not Confidential Information.

b. Action1 will not access or use your content except as necessary to maintain or provide the services under this Agreement, or as necessary to comply with the law or a binding order of a governmental body. “Your content” shall mean any and all artwork, logos, graphics, video, text, data, materials or content provided by Client for use in connection with the Service and Software. Action1 will not (i) disclose your content to any government or third party, or (ii) move your content from the Action1 servers; except in each case as necessary to comply with the law or a binding order of a governmental body (such as a subpoena or court order). Unless it would be in violation of a court order or other legal requirement, Action1 will give you reasonable notice of any legal requirement or order referred to in this Section to allow you to seek a protective order or other appropriate remedy. Action1 will only use personal information and billing information in accordance with its privacy policy (available at https://www.action1.com/legal/privacy-policy/) (“Privacy Policy”), and you consent to such usage. In any event, Action1 may collect data with respect to and report on aggregate measures of the Service’s performance and other measures to enhance the performance of the Service. Such aggregate data shall not constitute your content and shall remain the sole property of Action1.

c. By using Action1’s Service and Software, you consent to our collection and monitoring of your activity data, including login times, access history, and resource usage. We may use automated tools to analyze this data for security purposes and to enhance system performance, and we reserve the right to take corrective actions if necessary. We will only use your data in accordance with our Privacy Policy, and we will not share or sell it to third parties unless required by law.

d. Action1 will implement reasonable and appropriate security measures for the Service and Software, as determined by Action1, designed to help you secure your content against accidental or unlawful loss, access, or disclosure. Action1 may modify its security measures from time to time, but will continue to provide at least the same level of security, on an aggregate basis, as is in place on the Effective Date.

a. The Service is offered as either 1) a thirty (30) day subscription basis or 2) an annual twelve (12) month subscription basis (generally referred to as the “Initial Term”). This Agreement is for the Initial Term and shall be automatically renewed for additional periods as defined in Section 6(b) (collectively, the “Term”), unless Client requests termination at least three (3) business days prior to the end of the then current Term. In the event of termination by Client pursuant to the forgoing sentence, Client will be responsible for any and all fees applicable to the then current Term. Notice of cancellation of a monthly subscription can be accomplished through email correspondence with the designated Action1 representative.

b. Automatic renewal periods (“Automatic Renewal Term”) shall be determined by the length of the then current Term. For example, monthly terms shall renew on a month-to-month basis. All Automatic Renewal Terms will be the same as those in the Initial Term or the immediately preceding Term. During the Automatic Renewal Term, Client can agree to renew for a longer term than the Automatic Renewal Term (“Contractual Renewal Term”). Any such Contractual Renewal Term will replace the current Automatic Renewal Term. Any future automatic renewals will then renew for the length of the Contractual Renewal Term, not the length of the replaced Automatic Renewal Term.

a. Fees. The Service is offered with Service Support and Maintenance (“Support”) during the Term. Action1 Service fees are quoted and payable to Action1 in US currency only. Fees shall be due and payable at the beginning of the Term unless otherwise agreed to by the Parties. Payment obligations are non-cancelable and fees paid/payable are non-refundable. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and such taxes, levies, and duties shall be added to the Service fees. The subscription fees for each Term will be based on the then-current list price. You are responsible for maintaining complete and accurate billing and contact information for the Service. Action1 reserves the right to modify the fees at any time. Updated pricing will apply to subscriptions upon their renewal.

b. Failure to Pay. In addition to any other rights of Action1, if Client is delinquent in payment of amounts for the Services owed hereunder, Action1 may give notice to Client of such delinquency and, in such case, Client will have five (5) business days from the date of Action1’s written notice to cure such delinquency. If Client fails to cure the delinquency during such fifteen-day notice period, Action1 may, in addition to its other rights and remedies provided hereunder or at law, terminate or suspend Client’s access to the Service and Software or discontinue performance of any other services. All payments not received within thirty (30) days from due date may be subject to accrual of 1.5% monthly interest or the maximum rate allowed by law, whichever is less, plus all collection expenses.

a. Either Party may terminate this Agreement and will provide notice of termination within three (3) business days of termination. Payments shall be made for the current Term and no refund is available. If you cancel during your subscription’s Term, all amounts due and payable through the Term shall immediately become due and payable. You will have access to Action1 Service and Software until the last day of your Term. There is no pro-rata credit or refund for the Term.

b. Action1 may, without prior notice, immediately terminate, limit your access to or suspend your account and use of the Service if you fail to comply with any term of this Agreement. Action1 expressly reserves the right to suspend your account and use of the Service in the event you fail to pay the fees in full and on time.

c. A termination or expiration of this Agreement shall not, with respect to the terminated or expired services, release either Party from its obligations under Section 5, Section 8, Section 10, Section 11, Section 12, Section 13, and Section 14 a, d, e, and f which shall remain binding upon each Party until expressly released in writing by the other Party.

a. Governing Law. This Agreement and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of Delaware without reference to conflict of laws principles.

b. Assignment. Client shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of Action1. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

c. Export Controls. Client acknowledges that Action1 Service and Software may include United States technical data subject to restrictions under export control laws and regulations administered by the United States government. Diversion contrary to United States law is prohibited. Without limiting the foregoing, you agree that (1) you are not, and are not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of Cuba, Iran, North Korea, Sudan, or Syria, or any other country to which the United States has prohibited export transactions; (2) you are not, and are not acting on behalf of, any person or entity listed on the United States Treasury Department list of Specially Designated Nationals and Blocked Persons, or the United States Commerce Department Denied Persons List or Entity List; and (3) you will not use the Software for, and will not permit the Software to be used for, any purposes prohibited by law.

d. Force Majeure. Action1 will not be liable for inadequate performance to the extent caused by a circumstance beyond its reasonable control, including, without limitation, failure of the internet, labor strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages and other acts not caused by Action1.

e. Modification. This is the entire agreement between the Parties relating to the subject matter hereof and all other terms are rejected. Action1 reserves the right to modify the terms of this Agreement at any time at Action1’s sole discretion and without prior notice.

f. Waiver and Severability. No waiver of a breach of this Agreement or the failure of Action1 to exercise in any respect any right provided for under this Agreement shall be construed a waiver of any subsequent breach of this Agreement. The provisions of this Agreement are severable. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired thereby.

g. Multiple Action1 Accounts. Client is not allowed to have more than one Action1 account. If for any reason, you need to create a new Action1 account, you must contact Action1 technical support and request the closure of your existing Action1 account before opening a new one. Non-compliance may result in the permanent closure of all your Action1 accounts.

h. Free Service and Trials. Client’s right to access and use the Service as free is not guaranteed for any period of time, and Action1 reserves the right, in its sole discretion, to limit or terminate the use of any free versions of any services by any individual or entity. If you are using the Service on a trial or promotional basis (“Trial Period”), your Trial Period and access to the Service will terminate (i) at the end of the Trial Period stated in your Order, (ii) if no date is specified, fifteen (15) days after your initial access to the Service, or (iii) upon your conversion to a subscription. During the Trial Period, to the extent permitted by law, we provide the Service “AS IS” and without warranty or indemnity, and all other terms otherwise apply. We may modify or discontinue any trials or promotions at any time without notice.