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TERMS OF SERVICE

Droplet

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU ACCESS THE SERVICES OR COMPLETE
YOUR ORDER AND SUBSCRIPTION PROCESS WITH THE COMPANY. Unless you and the Company
execute a separate services agreement, this Agreement is expressly incorporated
into the Company’s Order Form. If you complete an order for the Services—even if
you elect not to review this Agreement when made available to you in linked or
online format—you expressly: (1) accept and agree to be bound by this Agreement
and (2) represent that you may act on behalf of your organization or legal
entity if you are a representative of the Client who is subscribing to the
Services. 


 1. ACCESS TO THE SERVICES.
    
    

    1.1 Summary of the Services. Subject to the specific features and solutions
    of your Order Form, our Services focus on providing you with online cloud
    and data management solutions, digitization of documents, configurable
    dashboards, digital workflows, and automated paperless solutions to
    facilitate administrative and operational tasks for your organization. Your
    access to and use of those Services are strictly governed by this Agreement,
    both to protect the Confidential Information and Client Data (defined below)
    you share with the Company and to protect our Services.

    
    

    1.2 Provision of Access. The Services are provided by the Company to you as
    a cloud-based ‘software-as-a-service’ subscription, meaning that Client does
    not have (and will not generally receive) a license to download any aspect
    of the Services, except as expressly described in this Agreement. Subject to
    the terms and conditions of this Agreement, the Company hereby grants to
    Client, during the Services Period, a non-exclusive, non-sublicensable,
    non-transferable, and revocable right to access and use the Services, solely
    for use by Client and its Authorized Users (defined below). With respect to
    any Services that the Company chooses to provide through distribution of
    software that Client and its Authorized Users are required to download on
    their personal devices (such as computers or smartphones), the Company
    hereby grants Client a non-exclusive, non-transferable, non-sublicensable,
    and revocable license to use such downloadable Services during the Services
    Period, conditioned on Client’s and its Authorized Users’ compliance with
    this Agreement. 

    
    

    For purposes of this Agreement, “Authorized Users” may include any of the
    following personnel who are authorized by Client to access the Services
    under the rights granted to Client pursuant to this Agreement: Client’s
    employees, staff, administrative team members, and personnel who are
    involved in HR, workflow management, or administrative processes supported
    by the Services.

    
    

    1.3 Availability. During the Services Period, the Services will be generally
    available to Client and Authorized Users twenty-four (24) hours per day,
    seven (7) days per week, except during the following circumstances: (i)
    scheduled downtime for routine or other maintenance, which the Company will
    communicate to Client in advance; and (ii) during any Services Freeze
    (described in Section 1.6).

    
    

 2. 1.4 Support Services. Subject to any separate service level agreement
    between you and the Company, the Services include the Company’s standard
    support services as set forth in this Section 1.4 (the “Support Services”).
    The Company may amend the Support Services from time to time in its sole
    discretion by providing fifteen (15) days’ notice to Client. Support
    Services may be withheld if Client is in breach of this Agreement,
    including, without limitation, if Client has outstanding late payments for
    its Service Fees (defined below). The Support Services include the following
    commitments on the part of the Company:
    
    
    1. The Company will use commercially reasonable efforts during the Services
       Period, consistent with prevailing industry standards, to maintain the
       Services in a manner which minimizes errors and interruptions in the
       Services.
       
       
    2. The Company will assist Client in diagnosing errors and malfunctions of
       the Services, provided that such errors do not relate to errors or
       malfunctions on the part of systems, platforms, or Equipment (defined
       below) beyond the Company’s control.
       
       
    3. The Company will exercise its best efforts to correct diagnosed errors
       and malfunctions of the Services promptly after the Company learns of the
       potential errors or malfunctions.
       
       
    4. The Company and its support personnel will give general technical
       assistance and maintenance for the Services during regular business
       hours, which includes availability at the account manager or sales
       representative email set forth in Client’s Order Form.
    
    

    1.5 Use Restrictions.  Client may use the Services only for Client’s and the
    Authorized Users’ internal business purposes and not for any
    commercialization by Client. In particular, you may not resell our Services
    or any underlying features, solutions, or content to which you have access
    by means of the Services. In addition, Client will not, directly or
    indirectly, and will not permit any Authorized User to: (i) reverse
    engineer, decompile, copy, mirror, disassemble, or otherwise attempt to
    discover or reproduce the source code, object code, or underlying structure,
    feature, ideas, know-how, or algorithms relevant to the Services; (ii)
    modify, translate, or create derivative works based on the Services and our
    online solutions; (iii) rent, lease, lend, sell, publish, transfer, or
    otherwise make available the Services beyond Client’s internal use and the
    access described in this Agreement; (iv) build or create applications,
    programs, or services that are competitive with the Services; (v) remove any
    proprietary notices or labels from the Services, our online deliverables, or
    any underlying features; (vi) use the Services beyond any usage or access
    limitations set forth in this Agreement or the Order Form delivered to
    Client; (vii) use the Services, including any documentation, reports, or
    deliverables relating to the Services, in any manner or for any purpose that
    infringes, misappropriates, or otherwise violates the intellectual property
    right or other right of any person, or otherwise violates applicable law; or
    (viii) use the Services to transmit illicit, immoral, pornographic, or other
    material that the Company, in its discretion, deems inappropriate or
    unwarranted in relation to the purposes of the Services. 

    
    

    If you know of, or suspect, copyright or trademark infringement or other
    unauthorized or improper use of the features of our Services by third
    parties, you agree to notify the Company as soon as reasonably possible,
    unless applicable law prohibits you from delivering the notice.

    
    

    1.6 Services Freeze. In connection with the Company’s monitoring activities
    set out in Section 1.7 below, and notwithstanding anything to the contrary
    in this Agreement, Company may temporarily suspend and freeze all or any
    portion of Client’s access to the Services (a “Services Freeze”) if any of
    the following occur: 

    
    
     1. The Company reasonably determines that (A) there is a threat or attack
        on any of the Services or Company’s intellectual property rights; (B)
        Client’s use of the Services disrupts or poses a security risk to the
        Company or to any other client or vendor of the Company; (C) Client or
        its Authorized Users are using the Services for fraudulent or illegal
        activities; or (D) the Company’s provision of the Services to Client is
        prohibited by applicable law.
        
        
     2. Any vendor or third party provider of Company has suspended or
        terminated Company’s access to or use of any third-party services or
        products required to enable Client to access the Services.
        
        
     3. Client breaches the terms of this Agreement (including failure to pay
        Service Fees for more than sixty (60) days past the date such Service
        Fees are due under Section 4). Any failure to pay Service Fees that
        results in the Client’s rights being suspended pursuant to Section 3.4
        below shall constitute a Service Freeze under this Section. Company
        reserves the right to maintain the Services Freeze until Client pays all
        applicable fees, including any Late Fees.
        
        
        
        The Company agrees to use commercially reasonable efforts to provide
        advance written notice of any Services Freeze to Client and to provide
        updates regarding resumption of access to the Services following any
        Services Freeze. However, the Company will have no liability for Losses
        (defined below) that Client may incur as a result of a Service
        Suspension if such Losses are a result of actions taken by Client or its
        Authorized Users in breach of this Agreement.

    
    

    1.7 Monitoring andControl Over Services. So long as the Company does not
    materially decrease the functionality of Services during the Services
    Period: (i) the Company retains sole control over the operation, provision,
    maintenance, monitoring, management, and performance of the Services,
    including the selection, deployment, modification, and replacement of any
    software or operational component of the Services, and maintenance,
    upgrades, corrections or repairs thereof; (ii) the Company reserves the
    right to make any changes to any component or feature of the Services that
    it deems necessary or useful to maintain or enhance the quality or delivery
    of Services to its clients in general (so long as such changes do not
    materially reduce or adversely impact Client’s rights under this Agreement);
    and (iii) the Company may use necessary third-party resources and service
    providers to deliver the Services and perform its obligations under this
    Agreement.


 2. CLIENT RESPONSIBILITIES.
    
    

    2.1 Client Account.After completing the Order Form process, you and your
    Authorized Users will have access to the Services through the Company’s
    online website and cloud storage solutions (available at www.droplet.io).
    Client is responsible for identifying an administrative username and
    password for your account with the Company (the “Client Account”). Although
    the Company can assist with lost access information, Client is solely
    responsible for maintaining, retaining, and keeping confidential the Client
    Account information, including Client’s username and password (as well as
    security preferences selected by you on your account). If you lose access to
    or information concerning the Client Account, please contact the Company or
    your designated account representative for assistance. The Company reserves
    the right to refuse registration of any Client Account or cancel passwords
    it deems inappropriate under the terms of this Agreement. 

    
    

    2.2 Responsibility for Authorized Users. Client is responsible and liable
    for all uses of the Services resulting from access provided by Client to its
    Authorized Users, regardless of whether such access or use is permitted by
    or in violation of this Agreement. For avoidance of doubt, Client is
    responsible for all acts and omissions of Authorized Users that may infringe
    this Agreement (including workflow postings, submissions for digitization,
    and data shared by Authorized Users on the Services platform). Client is
    responsible for making its Authorized Users aware of this Agreement’s
    provisions to the extent the provisions apply to the Authorized User’s
    access to the Services. Authorized Users may access the Company’s general
    website for standard terms of use and privacy policy information and
    disclosures, but their access to those policies will not free Client of
    responsibility for Authorized Users in accordance with this Section.

    
    

    2.3 Billing Information. Client is responsible for uploading to the Client
    Account and keeping the Company reasonably updated with Client’s accurate
    name, notice address, email information, and billing information (including
    payment card information on the Client Account), for purposes of payment of
    Service Fees and receipt of notices from the Company.

    
    

    2.4 Client Acknowledgements. Client acknowledges and agrees that Client will
    use the Services and any Company websites fully in compliance with (i) this
    Agreement and (ii) all applicable laws and regulations governing the
    Client’s obligations hereunder. Client acknowledges that Company will
    exercise reasonable efforts to implement and maintain the internal security
    practices laid out in Section 3.5, but that, to aid in the protection of
    Client Data, Client should exercise best efforts to comply with the Client
    obligations laid out in this Section 2, including maintaining secure
    passwords, using SSO authentication methods where possible when accessing
    the Services, and reporting any suspicious activity to the Company.

    
    

    2.5 Equipment Responsibilities. Client is responsible for obtaining and
    maintaining any equipment, devices, and ancillary services needed to connect
    to, access, or otherwise use the Services, including, without limitation,
    operating hardware, modems, servers, software, systems, networking, web
    servers, and other similar components (collectively, “Equipment”). Client is
    also responsible for maintaining the security of the Equipment, and for all
    uses of the Equipment by Client or its Authorized Users in connection with
    the Services.

    
    

    2.6 Third Party Products. Client is responsible for complying with all terms
    of use for any third-party software, content, service, product, or website
    it voluntarily loads, creates, or accesses when using the Services
    (collectively, “Third-Party Products”). If Client does not agree to abide by
    the applicable terms for any such Third-Party Products, then Client should
    not install or use those Third-Party Products.

    
    

    2.7 Sharing of Client Data. During the course of the Services, Client and
    Authorized Users may choose to voluntarily share and upload certain
    information, documents, or data to the Company and the Services to enjoy the
    full functionality of the Services and the solutions the Company offers for
    paperless workflows. For example, this data may include business emails or
    disclosures, hard-copy documents that will be uploaded to create online
    workstreams and processes, employment information of Client’s staff,
    internal company data and trade secrets, or other operational data and
    documents relating to Client and Authorized Users, among other similar
    information (collectively, “Client Data”). The Company acknowledges that, as
    between the Company and Client, Client and its Authorized Users (for their
    Personal Data, as defined below) own all right, title, and interest,
    including all intellectual property and data privacy rights, in and to the
    Client Data. For purposes of the Services, Client grants the Company a
    non-exclusive, worldwide, royalty-free right and license to any intellectual
    property or other rights underlying the Client Data that are necessary for
    the Company to perform and support the Services. To the extent that any
    Client Data must be or is voluntarily shared by Client in connection with
    the Services, Client shall be solely responsible for lawfully collecting and
    establishing the legal basis for sharing with the Company all Client Data
    (including, without limitation, Personal Data included therein).


 3. CONFIDENTIALITY; OWNERSHIP RIGHTS; DATA PRIVACY.
    
    

    3.1 Confidentiality of Information. Each party receiving information under
    this Agreement (the “Receiving Party”) understands that the party disclosing
    the information (the “Disclosing Party”) has disclosed as of the Effective
    Date (defined below) or may disclose confidential and non-public technical,
    proprietary, operational, or financial information relating to the
    Disclosing Party’s business, internal staff and personnel, clients and
    vendors, and services and products (collectively, the “Confidential
    Information”). For purposes of this Agreement, (i) Confidential Information
    of the Company includes non-public or proprietary information regarding
    features, functionality, and performance of the Services and its underlying
    systems; and (ii) Confidential Information of Client includes Client Data.
    Confidential Information of the Parties does not include information that,
    at the time of disclosure is: (A) in the public domain without breach of the
    terms of this Agreement; (B) known to the Receiving Party at the time of
    disclosure without breach of the terms of this Agreement; (C) rightfully
    obtained by the Receiving Party on a non-confidential basis from a third
    party; or (D) independently developed by the Receiving Party, in accordance
    with applicable law and without breach of the terms of this Agreement.

    
    
     1. In connection with receipt of any Confidential Information, the
        Receiving Party acknowledges and agrees during the Services Period and
        any Renewal Period, and for a period of three (3) years thereafter
        (subject to longer retention or protection periods for any Personal Data
        included therein): (A) to take commercially reasonable precautions to
        protect the confidentiality and secure nature of all Confidential
        Information of the Disclosing Party; (B) not to use or divulge to any
        third person any such Confidential Information, except as permitted
        under the terms of this Agreement; and (C) to restrict disclosure to the
        Receiving Party’s employees, representatives, officers, staff, service
        providers, or other agents who have a reasonable need to know the
        Confidential Information for the Receiving Party to exercise its rights
        or perform its obligations under this Agreement. 
        
        
     2. Notwithstanding the foregoing, each party may disclose Confidential
        Information to the limited extent required to: (A) comply with the order
        of a court or other governmental body, or as otherwise necessary to
        comply with applicable law, provided that the party making the
        disclosure pursuant to the order shall first have given written notice
        to the other party and made a reasonable effort to obtain a protective
        order; or (B) establish a party’s rights under this Agreement. 
        
        
     3. On the expiration or termination of this Agreement or upon the
        Disclosing Party’s earlier request, the Receiving Party shall promptly
        return to the Disclosing Party all copies, whether in written,
        electronic, or other form or media, of the Disclosing Party’s
        Confidential Information, or destroy all such copies and certify in
        writing to the Disclosing Party that such Confidential Information has
        been destroyed. The Company also retains the right to delete Client Data
        in accordance with Section 3.4 below.

    
    

    3.2 Ownership Rights. The Company retains all rights not expressly granted
    to Client in this Agreement. In particular, the Company shall own and retain
    all right, title, and interest in and to: (i) the Services, all
    improvements, enhancements, or modifications thereto; (ii) any software,
    applications, inventions, features, or other technology developed in
    connection with the Services; (iii) any suggestions or feedback provided to
    the Company by Client; and (iv) all intellectual property or other
    applicable rights related to any of the foregoing.All of the content and
    material used in constructing the Services and maintaining our websites are
    subject to United States and international copyright, trade dress, trademark
    and other intellectual property laws with all rights thereto held and
    reserved by the Company.

    
    

    3.3 Use of Aggregated Data. The Company retains the right to collect and
    analyze data and information related to Client’s, and the Company’s other
    customers’, use of the Services so long as the Company uses the data in an
    aggregated and anonymized manner, as set out in this Section (the
    “Aggregated Data”). For example, Aggregated Data might be gathered and
    applied by the Company to perform surveys, market analytics, or other
    activities to enhance and improve our Services. As between the Company and
    Client, all right, title, and interest in Aggregated Data—provided that it
    cannot identify Client, any Authorized User, or Client’s Confidential
    Information—belong to and are retained solely by the Company for support,
    enhancement, and provision of the Services. Client acknowledges that the
    Company will be free (during and after the Services Period) to: (i) use
    Aggregated Data to improve and enhance the Services and for other
    development, diagnostic, and corrective purposes in connection with the
    Services and other Company ventures; and (ii) disclose Aggregated Data in
    connection with the Company’s business, subject to any applicable privacy
    laws, and use the Aggregated Data for any other lawful purpose. 

    
    

    3.4 Processing of Personal Data.

    
    
     1. Company Obligations as Service Provider.The Company agrees to collect
        and process Client Data (including Personal Data, as defined below) only
        as a service provider and processor acting on behalf of Client, who
        shall be the ultimate controller of all Client Data. This Agreement,
        absent a separate data processing agreement between the parties, will
        document Client’s written instructions for processing of Client Data and
        Personal Data. The Company will not directly or indirectly sell any
        Client Data or retain, use, or disclose any Client Data for any reason
        other than for the purpose of providing the Services to Client and
        Authorized Users under the terms of this Agreement. In providing the
        Services, the Company will exercise commercially reasonable efforts to
        limit Client Data collection, use, retention, and disclosure to
        activities reasonably necessary and proportionate to achieve the
        purposes of this Agreement or another compatible purpose permitted by
        applicable law.
        
        
     2. Definition of Personal Data. For purposes of this Agreement, “Personal
        Data” means all personal data and information that (A) is defined as
        “personal data” or “personal information” under applicable data
        protection or consumer privacy laws and (B) is provided by Client to the
        Company (directly or indirectly) for processing, use, or storage as a
        part of the Company’s provision of the Services to Client and its
        Authorized Users.
        
        
     3. Security Measures. The Company maintains industry standard technical and
        organizational measures to secure its systems and prevent unauthorized
        access to or use of the Services and to protect Client Data (including
        Personal Data) against accidental loss, corruption, and Data Breaches
        (defined below). For example, the Company will exercise best efforts to
        coordinate with Client to maintain strong password protection, SSO
        authentication, and reporting of suspicious activity concerning the
        Services. Consistent with the limitations in Section 8 below, the
        parties acknowledge and agree the Company shall not be liable for any
        loss, destruction, alteration, unauthorized disclosure, or corruption of
        Client Data caused by any third party outside the Company’s control, so
        long as the Company did not fail in the maintenance of (or perform an
        act violating) its technical and organizational measures. In the event
        of a Data Breach relating to Client Data, the Company will, consistent
        with and to the extent permitted by applicable law, notify Client of the
        Data Breach as soon as reasonably practicable, but no later than sixty
        (60) days, after the Company becomes aware of the Data Breach and
        implement an incident response plan in accordance with accepted industry
        standards or the Company’s internal policies. For purposes of this
        Agreement, a “Data Breach” means: (A) any unauthorized access to or
        disclosure of Client Data; and (B) any act or omission that materially
        compromises the security, confidentiality, or integrity of Client Data
        (including Personal Data) or the physical, technical, administrative, or
        organizational safeguards put in place by the Company with respect to
        the Client Data. 
        
        
     4. Privacy and RiskAssessments. The Company agrees to reasonably cooperate
        with Client in carrying out any privacy impact or risk assessment of the
        Services as is reasonable in light of the Personal Data that is being
        processed and as may be required under applicable data protection laws,
        so long as Client gives at least thirty (30) days prior written notice
        to Company of the assessment request.
        
        
     5. Sub-processing and Subcontractors. The Company will only subcontract or
        engage with subprocessors, subcontractors, and third-party service
        providers (each, a “Subcontractor”) for the strict purpose of processing
        Client Data in furtherance of the Services. For example, the Company
        may, in its discretion, elect to engage with a third party payment
        processor to assist with gathering Services Fees under this Agreement. A
        list of the Company’s existing (and necessary) Subcontractors who
        support material functions of the Services is available on request from
        the Company. In the event the Company engages with any additional
        Subcontractor during the Services Period, the Company will promptly
        notify Client of the Subcontractor’s identity and relation to the
        Services.
        
        
     6. Data Retention and Removal. In general, the Company will retain Client
        Data until the earlier of: (A) the termination of this Agreement or (B)
        the date on which processing is no longer necessary for the purposes of
        either party performing its obligations in relation to this Agreement
        (in accordance with applicable law).
        
        
        
        However, in the event that any Service Fees are not timely paid by
        Client under this Agreement, the Company will consider Client’s account
        and rights to access the Services under this Agreement either
        ‘delinquent’, ‘suspended’, or ‘expired’, depending on the length of time
        the Service Fees are past due, as set forth in the table below. Once
        Client’s access to the Services has been suspendedfor sixty (60) days
        (i.e., after 120 days of failure to make applicable Service Fee
        payments), Client’s account and rights shall be deemed by the Company as
        expired. If Client’s rights and account remains in an expired state for
        thirty (30) additional days (consistent with the table below), the
        Company is no longer required to retain and may, at its election, return
        to you or delete any of your data from the Company’s platform that it
        holds in connection with providing the Services, including any Client
        Data or Personal Data. Additionally, you will not be allowed to access,
        download, or export any data created by the Company, or its applications
        or systems, in connection with the Services provided to you after the
        Company has complied with the past-due timelines set forth in this
        Section.
    
        
        
    
        Late Payment Timeline – Status of Client’s access to the Services
    
        Days past due on Service FeeStatus of Client’s access rights30
        daysDelinquent60 daysSuspended120 daysExpired150 daysClient Data may be
        deleted from Company systems.


 4. SERVICE FEES & PAYMENT.
    
    

    4.1 Implementation & Service Fees. Client will pay the Company the one-time
    implementation fee (“Implementation Fee”) and the general access and service
    fees for the Services (collectively, the “Service Fee”) within thirty (30)
    days from the due date on each applicable invoice of the Company, in
    accordance with the pricing and details set forth in the Order Form. Unless
    agreed to by the parties in a separate written instrument, all ongoing
    Service Fees shall be paid annually during the Services Period consistent
    with the thirty (30) day timeline described above, with payment being
    acceptable in the form of written check, ACH transfer, or credit/debit card
    payment through the Company’s payment card Subcontractor (e.g., Stripe). In
    general, and unless otherwise expressly waived by the Company, your Order
    Form will include a clear indication of the one-time Implementation Fee due
    within thirty (30) days of your subscription and access to the Services.

    
    

    4.2 Changes to Service Fee (Annual Basis). To account for adjustments in the
    market and offering of the Services going forward, the Company reserves the
    right to annually increase the pricing of your Service Fee so long as the
    Company provides you with notice of the increase no later than sixty (60)
    days before the expiration of each successive year during the Services
    Period.

    
    

    4.3 Late Fee. Unpaid Implementation and Service Fees are subject to a late
    fee charge (a “Late Fee”) equal to the lesser of: (i) the annual rate of
    12%, compounded monthly on the delinquent payments or (ii) the maximum
    lawful amount, on any outstanding unpaid balance for all delinquent amounts,
    together with all expenses of collection (as outlined inSection 9.7). The
    failure to timely make payments under this Agreement and your Order Form may
    also result in (A) a Services Freeze under Section 1.6 or (B) termination of
    the Services and this Agreement as set out in Section 5.2 below.

    
    

    4.4 Taxes. All Service Fees payable by Client under this Agreement are
    exclusive of taxes and similar assessments. In general, Client is
    responsible for all sales, use, and excise taxes, and any other similar
    taxes, duties, and charges of any kind imposed by any federal, state, or
    local governmental or regulatory authority on any fees and amounts payable
    by Client hereunder, other than any taxes imposed on the Company’s income.

    
    

    4.5 Fee Disputes. If Client has any disputes, claims, or disagreements with
    respect to Implementation Fees, Services Fees, or Late Fees due and payable
    under this Agreement, you must promptly notify the Company within fifteen
    (15) days of your discovery of the dispute, claim, or disagreement. The
    Company will exercise reasonable efforts to investigate and, in the
    Company’s discretion, assist you in resolving the payment dispute. However,
    no refunds or returns are guaranteed by this statement, in accordance with
    Section 5.4 below. In the event that Client raises any chargeback or dispute
    claim with Client’s credit or debit card company without first coordinating
    with the Company to resolve the dispute as to the payments under this
    Agreement, Client understands that the Company may be subjected to
    unwarranted fees and costs from Client’s credit card or bank provider.
    Accordingly, Client agrees to reimburse the Company for any additional fees
    or costs (including costs of defense) that result from a dispute or
    chargeback scenario that proves to be false or is the result of a breach or
    failure on the part of Client (and not the Company) under this Agreement.


 5. SERVICES PERIOD AND TERMINATION.
    
    

    5.1 Services Period. Subject to earlier termination as provided below, the
    Services period and term of this Agreement (the “Services Period”) begins on
    the launch or initial date set forth in Client’s Order Form (the “Effective
    Date”) and continues for the monthly, annual, or multi-year subscription
    timeframe described therein. Except as otherwise agreed to or waived in
    Client’s Order Form, any Services Period will automatically renew for
    successive periods, each the length of the initial Services Period (each, a
    “Renewal Period”) unless either party gives the other party written notice
    of termination (which may be through email) at least thirty (30) days before
    the expiration of the then-current Services Period or Renewal Period. Client
    acknowledges and understands that its Service Fees payable during any
    Renewal Period shall be subject to the rate increase described in Section
    4.2 above.

    
    

    5.2 Termination for Nonpayment. In addition to any other express termination
    or suspension right set forth in this Agreement, the Company may terminate
    this Agreement, effective immediately on written notice to Client, if
    Client’s account remains in an expired condition for more than thirty (30)
    days (consistent with Section 3.4(vi) above).

    
    

    5.3 MutualTermination for Cause. Each of Client and the Company (the
    “Non-Breaching Party”) may terminate this Agreement, effective on written
    notice to the other party (the “Breaching Party”), if the Breaching Party
    materially breaches the terms of this Agreement, and such breach: (i) is
    incapable of cure; or (ii) being capable of cure, remains uncured thirty
    (30) days after the Non-Breaching Party provides the Breaching Party with
    written notice of the alleged breach (for example, continued interruption of
    the Services without cure during such window). In addition, the
    Non-Breaching Party may terminate this Agreement, effective immediately upon
    written notice to the Breaching Party, if the Breaching Party: (A) becomes
    insolvent or is generally unable to pay, or fails to pay, its debts as they
    become due; (B) files or has filed against it, a petition for voluntary or
    involuntary bankruptcy or otherwise becomes subject, voluntarily or
    involuntarily, to any proceeding under any domestic or foreign bankruptcy or
    insolvency law; (C) makes or seeks to make a general assignment for the
    benefit of its creditors; or (D) applies for or has appointed a receiver,
    trustee, custodian, or similar agent appointed by order of any court of
    competent jurisdiction to take charge of or sell any material portion of its
    property or business.

    
    

    5.4 Refund Procedure on Termination.  Except where this Agreement is
    terminated for cause by Client in accordance with Section 5.3 above, all
    orders and payments to the Company are final, nonrefundable, and
    non-creditable, once the Client has paid the Service Fee for the applicable
    Services Period or Renewal Period. If you are not satisfied with your
    Services or this Agreement, please email the Company (available at
    support@droplet.io), and a service or sales representative will assist you
    in processing any eligible refund request or payment dispute, if applicable,
    pursuant to the terms of this Agreement. 

    
    

    5.5 Survival. All sections of this Agreement which by their nature should
    survive termination will survive termination or expiration of this
    Agreement, including, without limitation, confidentiality obligations
    (Section 3.1), ownership of intellectual property (Section 3.2), data
    privacy provisions (Section 3.4), rights to payment (Section 4), warranty
    disclaimers (Section 6), indemnification (Section 7), and limitations of
    liability (Section 8).


 6. LIMITED WARRANTY & DISCLAIMER.
    
    

    6.1 Limited Warranty. As of the Effective Date, the Company represents and
    warrants to Client that the Services will conform in all material respects
    with applicable laws and that the Company owns (or has received necessary
    rights to use) the intellectual property and other rights necessary to
    provide the Services to Client.

    
    

    6.2 DISCLAIMER. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE
    UNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT MAKE ANY WARRANTY AS TO
    THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES BY CLIENT AND ITS
    AUTHORIZED USERS. THE SERVICES ARE PROVIDED “AS IS” AND “AS ACCESSED”, AND
    EXCEPT AS EXPRESSLY INDICATED IN THIS AGREEMENT, THE COMPANY DISCLAIMS ALL
    WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY
    SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
    FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,
    USAGE, OR TRADE PRACTICE. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT ITS
    USE OF THE SERVICES AND ANY OF THE CONTENT, INFORMATION, MATERIALS, PRODUCTS
    OR OTHER SERVICES INCLUDED ON, OR MADE AVAILABLE THROUGH THE SERVICES, IS AT
    CLIENT’S SOLE DISCRETION AND RISK.

    
    

    THIS SECTION IS SUBJECT TO ALL APPLICABLE LAWS THAT MAY PROHIBIT THE
    DISCLAIMERS AND WAIVERS DESCRIBED HEREIN, PROVIDED THAT THE INVALIDITY OF
    ANY STATEMENT IN THIS SECTION SHALL NOT SERVE TO INVALIDATE ANY OTHER
    PROVISION OF THIS AGREEMENT.


 7. INDEMNIFICATION.
    
    

    7.1 Company Indemnification. The Company shall indemnify, defend, and hold
    harmless Client from and against any and all losses, damages, liabilities,
    costs (including reasonable attorneys’ fees) (“Losses”) incurred by Client
    resulting from any third-party claim, suit, action, or proceeding
    (“Third-Party Claim”) that the Services, or any use of the Services in
    accordance with this Agreement, infringe or misappropriate a third party’s
    intellectual property rights, provided that Client promptly notifies the
    Company in writing of the Third-Party Claim, cooperates with the Company in
    relation to the Third-Party Claim, and grants the Company sole authority to
    control the defense and settlement of such Third-Party Claim.

    
    

    7.2 Exclusions from Company Indemnity Obligations. The obligations in
    Section 7.1 do not apply with respect to portions or components of the
    Service: (i) not supplied by Company; (ii) that are modified without the
    express consent or involvement of the Company; (iii) combined with other
    products, processes, or materials where the Third-Party Claim relates to
    such combination; (vi) where Client continues allegedly infringing activity
    after being notified thereof or after being informed of modifications that
    would have avoided the alleged infringement; or (v) where Client’s use of
    the Services is not strictly in accordance with this Agreement.

    
    

    7.3 Client Indemnification. Client shall indemnify, hold harmless, and, at
    the Company’s option, defend the Company from and against any Losses
    resulting from (i) any Third-Party Claim alleging the Client Data, or any
    use of the Client Data by the Company in accordance with this Agreement,
    infringes or misappropriates any third party’s intellectual property or
    privacy rights and (ii) any Third-Party Claim based on Client’s or any
    Authorized User’s: (A) negligence or willful misconduct; (B) use of the
    Services or our website and applications in a manner not authorized by this
    Agreement; (C) use of the Services in combination with data, software,
    hardware, or Equipment not provided by the Company or authorized by the
    Company in writing; or (D) modifications to the Services not made by the
    Company. Client shall, at all times, keep the Company reasonably informed as
    to any Third-Party Claim against the Company that Client assumes the defense
    of under this Section (which defense must be consented to in advance by the
    Company). The Company reserves the right, at our own expense, to assume the
    exclusive defense and control of any matter otherwise subject to
    indemnification by Client under this Section.


 8. LIMITATION OF LIABILITY.
    
    

    IN NO EVENT WILL THE COMPANY BE LIABLE UNDER THIS AGREEMENT UNDER ANY LEGAL
    OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
    NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL,
    INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES;
    (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION,
    REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE,
    INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR
    BREACH OF DATA OR SYSTEM SECURITY NOT CAUSED BY THE COMPANY; OR (v) COST OF
    REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE
    COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR SUCH LOSSES WERE
    OTHERWISE FORESEEABLE TO THE PARTIES. IN NO EVENT WILL THE COMPANY’S
    AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT UNDER ANY LEGAL OR
    EQUITABLE THEORY EXCEED THE TOTAL AMOUNTS AND FEES PAID AND AMOUNTS AND FEES
    ACCRUED BUT NOT YET PAID TO THE COMPANY UNDER THIS AGREEMENT IN THE TWELVE
    (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR LOSSES.


 9. MISCELLANEOUS.
    
    

    9.1 Severability. If any provision of this Agreement is found to be
    unenforceable or invalid, that provision will be limited or eliminated to
    the minimum extent necessary so that this Agreement will otherwise remain in
    full force and effect and enforceable.

    
    

    9.2 Assignment. This Agreement is not assignable, transferable, or
    sublicensable by Client except with the Company’s prior written consent, in
    light of the Services being offered and sold under terms unique to Client.
    The Company may transfer and assign, whether by operation of law, merger,
    direct assignment, or otherwise, any of its rights and obligations under
    this Agreement without consent of Client, so long as the assignment or
    change of control does not materially impact the rights of Client and its
    Authorized Users to continue to use the Services.

    
    

    9.3 Entire Agreement; Amendment. This Agreement and policies of the Company
    incorporated herein are the complete and exclusive statement of the mutual
    understanding of the parties and supersedes and cancels all previous written
    and oral agreements, communications, and other understandings relating to
    the Services. All waivers, amendments, and modifications to this Agreement
    must be in writing and signed by both parties to be enforceable by the
    parties (except as expressly permitted hereunder, including with respect to
    Support Services changes described in Section 1.4).

    
    

    9.4 Relationship. No agency, partnership, joint venture, or employment
    relationship is created as a result of this Agreement and Client does not
    have any authority of any kind to bind the Company in any respect
    whatsoever.

    
    

    9.5 Notices. All notices, requests, and other communications under this
    Agreement must be in writing and addressed to the other party at its address
    or email set forth herein or in the Order Form between the parties, and a
    notice under this Agreement is effective only on receipt by the receiving
    party.

    
    

    9.6 Governing Law. This Agreement and the Services provided to Client are
    governed by Utah law (without regard to its conflict of laws provisions),
    and Client agrees that any dispute shall be brought exclusively by the
    parties in Utah’s Third District Court or in the United States District
    Court for the District of Utah. CLIENT EXPRESSLY WAIVES (i) ANY OBJECTION TO
    THE JURISDICTION OF SAID COURTS AND (ii), TO THE EXTENT PERMITTED BY
    APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE OR CLAIM UNDER
    THIS AGREEMENT.

    
    

    9.7 Right to Fees (Limited). If any Implementation Fees, Service Fees, Late
    Fees, or other amounts due and payable under this Agreement are referred by
    the Company to an attorney or third party debt collection agency for
    collection, Client agrees to be responsible for all collection costs,
    reasonable attorney’s fees, court costs, and a collection fee as allowed by
    applicable law (including, without limitation, Utah Code § 12-1-11).

    
    

    9.8 Publicity. Client agrees to reasonably cooperate with the Company to
    serve as a reference account upon request, and hereby grants the Company a
    license and right to display Client’s name and logo on its website and other
    marketing and sales materials to communicate that Client is a customer of
    the Company.

    
    

    9.9 Compliance with Laws. Client and the Company shall materially comply
    with all applicable federal laws, regulations, and rules, and complete all
    required undertakings (including obtaining any necessary licenses or
    approvals), that relate to their respective performance under this
    Agreement, including, without limitation, all export laws and applicable
    data privacy laws with respect to the Services.

    
    

    9.10 Updates to Online Agreement. The Company may revise and update the
    online, linked version of this Agreement to implement changes and
    modifications from time to time in the Company’s sole discretion (for
    example, to update billing procedures or the general description of the
    Services). All changes and modifications are effective immediately when the
    Company posts them to the link under which this Agreement can be found;
    provided, however, the changes and modifications the Company implements will
    only serve to bind Client to the extent: (i) Client is notified of the
    changes; and (ii) Client either consents to the changes or, alternatively,
    continues to use the Services after receipt of the Company’s notice. Any
    changes or modifications to this Agreement under this Section will not apply
    retroactively.

Agree
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