TERMS OF USE

These Terms of Use constitute a contract by and between HaxTech, Inc. (“HaxTech”) and any person or entity who uses our products and/or services (collectively “Services”) or who agrees to use our Services (“you”) (each a “Party” and collectively the “Parties”).

By using the Services or agreeing to use the Services, you agree to these Terms of Use, and you agree that they cannot be modified in any way, except as set forth below. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

HaxTech may modify these Terms of Use, including any of the policies and agreements associated with these Terms of Use, at any time, with or without notice. Any changes to these Terms of Use, including any of the policies and agreements associated with these Terms of Use, will be effective immediately upon being posted. By continuing to use the Services after such changes are posted, you agree to such changes. IF YOU DO NOT AGREE TO SUCH CHANGES, YOU MAY NOT CONTINUE TO USE THE SERVICES.

SERVICES

The Services include HaxTech’s apps and any related products and/or services, including support services. The Services also include our website (“Website”), where applicable below.

HaxTech may modify any aspect of the Services at any time, with or without notice. HaxTech makes no representations as to whether any information regarding any aspect of the Services is current and undertakes no obligation to update such information.

LICENSE

To enable you to use the Services, HaxTech grants you a non-exclusive, non- transferrable, non-sublicensable, revocable license to use the Services (“License”), subject to your payment for the Services, if appliable, and your compliance with these Terms of Use.

You agree that the License does not grant you any other rights in the Services, including any intellectual property rights, and does not include any right to copy, distribute, modify, or otherwise use the Services in any way outside the scope of the License. Nor does the License include any right to make derivative works based on the Services. Nor does the License include any right to use the Services after the termination of the License. Nor does the License include any right to access, evaluate, or otherwise use the source code, object code, or other code associated with the Services, unless the Parties otherwise agree in writing.

TERM

The term of the License starts on the Effective Date and ends when your Account is terminated by either HaxTech or you.

TERMINATION

You may terminate your License to use the Services by deleting our apps at any time, with or without notice, and for any reason, subject to your payment of any Fees that may be due for your use of the Services.

HaxTech may terminate your License to use the Services by closing your Account at any time, with or without notice, and for any reason, including: (a) your misuse of the Services; (b) prevention of any attempted, threatened, or suspected misuse of the Services; or (c) compliance with any valid governmental demand. HaxTech may notify you that your License has been terminated, but we are not required to provide such notification.

Upon the expiration or termination of the License for any reason, the Parties’ rights and obligations will survive with respect to the Fees, Confidential Information, Intellectual Property, Limitations on Liability, Indemnification, and General provisions of these Terms of Use.

SUSPENSION

HaxTech may suspend your License to use the Services for the same reasons that it may terminate the License. HaxTech may notify you that your License has been suspended, but we are not required to provide such notification.

FEES

You agree to pay any fees required to use the Services (“Fees”). HaxTech reserves the right to change the Fees at any time and may terminate or suspend your Account for nonpayment of any Fees that may be due for your use of the Services.

You will be asked to provide HaxTech with a credit card number or with sufficient information for HaxTech to invoice you for the Fees. Your credit card will be charged for the Fees on a monthly basis. The first charge will be on or about the date the Account is created, and subsequent charges will be on or about the first day of each following month.

If you pay the Fees by credit card, you are responsible for ensuring that a valid credit card number is associated with your Account at all times. Your Account may be terminated or suspended at any time if any monthly credit card payment is declined. If a monthly credit card payment is declined for any reason, HaxTech will endeavor to contact you, but we are not required to provide such notification.

You agree to pay all applicable sales and other taxes related to the purchase of the Services.

PERSONAL INFORMATION

You will need to provide HaxTech with certain personal information (including the personal information of any persons who you authorize to manage the Services) when you purchase the Services. HaxTech’s collection and use of such information is subject to HaxTech’s Privacy Policy, which is incorporated by reference into these Terms of Use.

CONFIDENTIAL INFORMATION

The Parties may exchange certain non-public business information (“Confidential Information”) during the course of their relationship. Either Party may disclose or receive Confidential Information under these Terms of Use (each a “Disclosing Party” or a “Receiving Party”). The Parties agree that the Disclosing Party owns all right, title, and interest in and to any Confidential Information that it discloses to the Receiving Party.

Confidential information may include information regarding: (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services; and (c) the Parties. Confidential Information includes information in the above categories: (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement. Confidential Information does not include information: (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.

The Receiving Party will use the highest degree of care in protecting the Disclosing Party’s Confidential Information and will only disclose such information to: (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information in order to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing. The Receiving Party is responsible for any violation of the confidentiality provisions of these Terms of Use by any persons or entities who receive any Confidential Information from the Receiving Party.

If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information. If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand.

Upon the expiration or termination of the Parties’ relationship, or upon the Disclosing Party’s request, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information. Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.

You understand that HaxTech does not wish to receive any Confidential Information that is not necessary for HaxTech to perform its obligations under this Agreement. HaxTech will not treat such information as confidential, unless the Parties otherwise agree in writing.

INTELLECTUAL PROPERTY

HaxTech owns the Services and all right, title, and interest in and to any Intellectual Property relating to the Services, whether created by or on behalf of HaxTech, including: (a) all inventions, improvements, designs, configurations, symbols, names, slogans, literary works, artistic works, derivative works, and all ideas, discoveries, creations, and know-how of any kind relating to the Services; and (b) all patent, trademark, copyright, trade secret, and other intellectual property rights relating to the Services in any country in the world. HaxTech owns such Intellectual Property, whether or not expressly specified in these Terms of Use, and whether or not created before, during, or after the Effective Date. No license or other right in such Intellectual Property is granted by these Terms of Use, except as expressly provided in these Terms of Use. Any violation of HaxTech’s Intellectual Property rights may subject you to civil or criminal liability.

PATENTS

HaxTech’s patent rights include the subject matter described in HaxTech’s patents and pending patent applications. You may not make, use, offer, or sell any products or services covered by our patent rights without our prior written permission. All patent rights in third-party products or services used in connection with the Services are the property of their respective owners.

TRADEMARKS

HaxTech’s trademark rights include all trademarks identifying HaxTech and/or the Services. You may not use any of HaxTech’s trademarks without prior written permission, except as provided in these Terms of Use. All other trademarks used in connection with the Services are the property of their respective owners.

COPYRIGHTS

HaxTech’s copyrights include all text, graphics, photographs, and/or videos associated with the Services, as well as the design, structure, arrangement, and “look and feel” of all text, graphics, photographs, and/or videos, and all source code, object code, and other code associated with the Services (“Content”). You may not reproduce, distribute, or display any Content without HaxTech’s prior written permission, except as provided in these Terms of Use. You may not link any Content to any other website without HaxTech’s prior written permission.

CONTENT

You may use excerpts of the text appearing on the Website when referring to HaxTech or the Services, provided that you acknowledge that HaxTech is the source of such text and do not use such text to compete with HaxTech. You may use the trademarks appearing on the Website when referring to HaxTech or the Services, provided that you acknowledge HaxTech’s ownership of the trademarks, do not use such trademarks to compete with HaxTech, and do not use any images of the trademarks without HaxTech’s prior written permission.

If you provide HaxTech with any comments or suggestions concerning the Services, HaxTech owns such comments or suggestions and may use them for any and all commercial or non-commercial purposes with no monetary or other obligation to you.

PUBLICITY

During the Term and for an additional thirty (30) days, HaxTech may indicate on the Website and in other advertising and promotional materials that you use the Services, and we may use your name and logo in doing so, if applicable. You may indicate on your website and in other advertising and promotional materials that you use the Services, and you may use our name and logo in doing so. You may not make any other statements regarding your use of the Services, including in press releases, unless the Parties otherwise agree in writing. You may not remove HaxTech’s name, logo, or intellectual property notices from our products, services, or documentation, unless the Parties otherwise agree in writing.

OBLIGATIONS

You will only use the Services in accordance with these Terms of Use or a separate agreement regarding the Services and any documentation regarding the Services provided to you.

You will only use the Services in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Services to enable any illegal or improper activity.

You are responsible for any use or misuse of the Services by your employees, contractors, and agents.

PROHIBITIONS

You agree that you will not use the Services without HaxTech’s prior written permission, except as provided by these Terms of Use. You agree that you will not gain or attempt to gain unauthorized access to the Services or any computer systems associated with the Services by any improper means, including by hacking or attempting to hack into the Services or any systems associated with the Services. You agree that you will not interfere or attempt to interfere with the proper working of the Services or any systems associated with the Services.

DISCLAIMERS

The Services Are Provided On An “as-is” Basis.

Haxtech disclaims any and all warranties in connection with the Services, express or implied, including any warranties of Merchantability, fitness for a particular purpose, satisfactory Quality, or non-infringement.

Haxtech disclaims any and all warranties that your use of the Services will provide specific results, that the services will be Error-free, that the services will be compatible with all computer Systems or software, that access to the services will be Uninterrupted, or that the services will be free of viruses or other Attacks by third parties.

HaxTech disclaims any and all warranties regarding your use of any third-party websites that may be linked to the Website (“Linked Websites”). Linked Websites are not under HaxTech’s control, and HaxTech is not responsible for the content on such Linked Websites.

LIMITATIONS ON LIABILITY

You Agree That Haxtech Will Not Be Liable To You For Any Losses Or Damages Allegedly Arising From Or Related To Your Use Of The Services, Unless Such Liability Is Found To Have Been Caused By Our Gross Negligence, Willful Misconduct, Or Intentional Violation Of Applicable Law.

You Further Agree That In No Event Will Haxtech Be Liable To You For Any Direct, Indirect, Consequential, Incidental, Exemplary, Or Punitive Damages, Any Accounting Of Profits, Or Any Lost Profits, Under Any Theory Of Liability, Including Breach Of Contract, Negligence, Or Otherwise, Regardless Of Whether Haxtech Has Been Advised Of The Possibility Of Such Damages.

You Further Agree That Your Sole Remedy For Any Dissatisfaction With The Services Is To Stop Using The Services.

You Further Agree That, If The Preceding Limitations On Liability Are Found Not To Apply To Your Claim, Our Liability And The Liability Of Our Parent Companies, Subsidiary Companies, Affiliated Companies, Owners, Officers, Directors, Employees, And Agents To You Or Any Third Parties In Any Circumstances Is Limited To The Lesser Of (A) The Amount You Pay To Us Prior To The Action Giving Rise To Such Liability Or (B) $100, Whichever Is Lower.

The Parties agree that these limitations on liability apply to all disputes between the Parties, regardless of whether the disputes are resolved through negotiations or in litigation or other legal proceedings, including mediation or arbitration, or in any other manner. These limitations on liability are part of the basis of the bargain between the Parties, and without these limitations, HaxTech would not be able to provide access to the Services on the same terms or at the same price it currently provides such access.

INDEMNIFICATION

You agree to indemnify and hold HaxTech harmless, including any of HaxTech’s owners, directors, officers, employees, and agents, against any and all out-of- pocket losses, liabilities, judgments, awards, costs (including legal fees and expenses) arising from or related to any third-party claims that your misuse of the Services harmed such third party, or arising from or related to your breach of the Confidential Information, Intellectual Property, Obligations, and Prohibitions provisions of these Terms of Use.

GENERAL

DISPUTE RESOLUTION

In the event of any dispute arising from or related to these Terms of Use, the Parties will attempt to resolve the dispute promptly and in good faith. If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) days), the dispute may be resolved through legal proceedings.

The Parties agree that any such proceedings must be brought within one (1) year after the cause of action arises, or such proceedings will be barred.

GOVERNING LAW AND JURISDICTION

The Parties agree that any legal proceedings between the Parties will be governed by the laws of the Massachusetts, without regard to any conflict of law rules, and applicable federal law. The Parties further agree that any such proceedings will be brought in state court in Middlesex County, Massachusetts, except that proceedings regarding the Confidential Information and Intellectual Property provisions of these Terms of Use may be brought in federal court in Massachusetts. The parties expressly waive any objection to personal jurisdiction and venue in these forums.

INJUNCTIVE RELIEF

You agree that your actual, attempted, or threatened violation of these Terms of Use will cause irreparable harm to HaxTech and that we may seek any injunctive or equitable relief we deem appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.

JURY TRIAL

You agree that, in the event of any legal proceedings between the Parties, you waive your right to a jury trial.

ATTORNEYS’ FEES AND COSTS

You agree that, in the event HaxTech prevails in any legal proceedings arising from or related to your violation of these Terms of Use, or any actual, attempted, or threatened violation of these Terms of Use, HaxTech will be awarded its attorneys’ fees and costs in addition to any other relief to which HaxTech is entitled.

ENTIRE AGREEMENT

These Terms of Use constitute the entire agreement of the Parties regarding the Services and supersede any prior agreements, understandings, or representations regarding the Services. These Terms of Use cannot be modified, amended, or changed in any way, unless the Parties otherwise agree in writing.

SEVERABILITY

You agree that, if a court holds any portion of these Terms of Use to be unenforceable for any reason, such portion will be enforced to the maximum extent possible and the remainder of these Terms of Use will be enforceable as written.

WAIVER

You agree that HaxTech’s failure to insist upon or enforce strict performance of any of the provisions of these Terms of Use or to exercise any rights or remedies under these Terms of Use will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.

ASSIGNMENT

Neither Party may assign, transfer, or otherwise dispose of its rights and obligations under these Terms of Use, unless the Parties otherwise agrees in writing, except as part of a merger, acquisition, or disposition of all or substantially all of the assigning Party’s equity or assets.

FORCE MAJEURE

Neither Party will be held responsible for any delay or failure in performance of this Agreement caused in whole or in part by any act or omission or other event beyond such Party’s control. If any such event occurs, the period for performing the particular obligations prevented by such event (other than your obligation to pay any Fees that may be due for your use of the Services) will be deemed extended by the length of time such event continues.

COMMUNICATIONS

Questions, complaints, or other communications regarding any aspect of these Terms of Use should be addressed to HaxTech at [email protected].