RIDGIDConnect.com SUBSCRIBER AGREEMENT

THIS RIDGIDConnect HOSTED SERVICES SUBSCRIBER AGREEMENT (the “Agreement”) is entered into by and between the subscriber registered above (“Subscriber”), and RIDGID ONLINE, INC. (“Provider”) as of the Effective Date (as defined herein ).

BY CLICKING THE APPROPRIATE BUTTON IN PROVIDER’S ONLINE REGISTRATION FORM, SUBSCRIBER HEREBY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE EFFECTIVE DATE.

1. Features.
   1. RIDGIDConnect Service Features. RIDGIDConnect (the “Hosted Services”) made available to Subscriber in accordance with the terms hereof, means and includes, without limitation, web-based services including software with source code, object code and other underlying technology owned by or licensed to Provider that is embedded , utilized in or otherwise comprising any part of the RIDGIDConnect., the Hosted Services Content (as hereinafter defined) set forth thereon, the look, feel, format, layout, methods, designs, structures, presentation and the functions and functionality of all pages contained on the RIDGIDConnect Hosted Services, and all copyrights, trademarks and all other intellectual property rights worldwide arising thereof. Various subscriber levels (“Subscriber Levels”) are offered through the Hosted Services with each such Subscriber Level offering a unique package of software features that are available to subscribers under that Subscriber Level . The features, data, designs, photos, images, text and all other such content that is provided by Provider as part of the Hosted Services and intended for use by Subscriber within the terms of the license hereof (collectively, “Hosted Services Content”) is made available to Subscriber in accordance with the Subscriber Levels and the corresponding fees set forth in the most current Subscriber Fee Schedule . While using the Hosted Services, Subscriber may post or upload to the Hosted Services certain pictures, images, videos, reports, illustrations, icons, articles, audio clips and other materials owned by Subscriber or licensed to Subscriber by a customer or other third party, each of whom has provided Subscriber with written authorization to use, upload and transmit such materials through the Hosted Services, (collectively, “Subscriber Materials”) relating to various projects previously completed by Subscriber. Subscriber represents and warrants that Subscriber has received all consents, permissions, and rights from all third parties (including without limitation Subscriber’s customers and any property owners) that are necessary for Subscriber to rightfully post the Subscriber Materials on the Hosted Services.
   2. Changes to RIDGIDConnect Features. Provider may, from time to time in its sole discretion and without notice, change the Hosted Services Content or format of the Hosted Services or discontinue any aspect or feature of the Hosted Services. In addition, Provider may from time to time, in its sole discretion, change various features relating to Subscriber Levels, including without limitation the associated Charges (as defined in Section 7(a) hereof) for the Subscriber Levels. Provider may also from time to time, in its sole discretion, make available to Subscriber additional and/or updated Subscriber Levels (the “Additional Levels”), which may be subject to additional terms, conditions and fees. Written notice of changes to the Subscriber Levels and/or the availability of Additional Levels will be delivered to all Subscribers via the Hosted Services, by email or by such other means of notification as Provider may determine. Any changes shall become effective on the first day of the month following the month that notice of the change is provided to Subscriber. In the event Subscriber does not agree with any such change, Subscriber’s sole remedy shall be to terminate its subscription in accordance with Section 6(b) hereof. Subscriber’s continued use of the Hosted Services after the change becomes effective shall constitute Subscriber’s acceptance of such change. The revised Agreement shall supersede all previously executed Agreements, and Charges for the new Subscriber Level, if any, will be pro-rated accordingly.
   3. Termination of Subscription Levels. Provider may, from time to time and without notice, terminate certain features or Subscriber Levels that are no longer commercially available or viable. If Subscriber’s Subscriber Level or the primary features of such Subscriber Level are terminated, Subscriber shall have the right, at its option, to either (i) transfer its subscription to a currently available Subscriber Level (subject to the current costs and fees for such Subscriber Level) or (ii) terminate its subscription in accordance with Section 6(b) hereof.
2. License.
   1. Grant. Subscriber is granted a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to (i) access and use the Hosted Services through an Internet connection to be provided and maintained by Subscriber; and (ii) use the Hosted Services Content solely for Subscriber’s internal business purposes which shall be limited to using the Hosted Services as a platform for sharing certain Subscriber Materials with various customers of Subscriber.
   2. Limitations. Subscriber may not copy, download, store, publish, transmit, transfer, sell or otherwise use the Hosted Services and/or the Hosted Services Content, or any portion thereof, in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with Provider’s prior written approval, or (iii) if not otherwise expressly prohibited by this Agreement or by any “Additional Terms” (as defined herein), as allowed under the fair use provision of the Copyright Act (17 U.S.C.A. § 107).
   3. Subscriber’s license to access and use certain Hosted Services Content and other Hosted Services features may be restricted in accordance with the Subscriber Level at which Subscriber has subscribed.
3. Rights In Hosted Services Content. Unless otherwise noted (such as in Section 4 below), all right, title and interest in and to the Hosted Services and all derivative works, and all intellectual property rights arising therefrom are and will continue to be the exclusive and proprietary property of Provider. Subscriber shall not: (i) reverse engineer, decompile, disassemble, decrypt or otherwise attempt to discern the source code of the components of the Hosted Services, (ii) reconstruct, reproduce, or prepare derivative works from all or any portion of the components of the Hosted Services, (iii) assign, sub-license, lease, encumber or otherwise transfer or attempt to transfer the Hosted Services, the Hosted Services Content, or any portion thereof, (iv) permit any third party to use or have access to the Hosted Services or the Hosted Services Content, whether by timesharing, networking or any other means, (v) make any copies of the Hosted Services or the Hosted Services Content, or (vi) remove any copyright, trademark, patent or other proprietary notices from the Hosted Services, the Hosted Services Content, or any portion thereof. Subscriber recognizes and agrees that other subscribers to the Hosted Services will also upload and post content to the Hosted Services and that Subscriber shall have no right, title, or interest of any kind in or to any such content.
4. Ownership of Subscriber Materials. Notwithstanding anything stated in this Agreement, all of Subscriber’s right, title and interest in and to the Subscriber Materials shall remain vested in Subscriber. Provider agrees not to use such Subscriber Materials for any purpose, except to the extent necessary to provide to Subscriber the services offered through the Hosted Services. Notwithstanding the foregoing, Subscriber agrees that Provider may: (i) compile statistical and performance information related to the use of the Hosted Services, and (ii) use portions of the Subscriber Materials that do not contain personally identifiable elements for purposes of creating reports (such as demographic reports) and in other marketing activities initiated by Provider. Subscriber may request to delete any Subscriber Materials previously posted or uploaded to the Hosted Services. In the event that Subscriber has a subscription shared or used by multiple people, or where the account is managed by a system administrator of Subscriber that may wish to retain their Subscriber Materials, the individual should contact their system administrator or consult their organization’s policies to request deletion of their personal data. Upon request by Subscriber, Provider will delete Subscriber Materials from the Website. However, some Subscriber Materials may be retained by Provider to prevent fraud, troubleshoot problems, assist with any investigations, enforce this Agreement and/or comply with legal requirements. Any Subscriber Material that is retained will be anonymized.
5. Term.
   1. Paid Subscription Terms. The “Effective Date” of this Agreement means the date on which a Subscriber’s paid subscription term (the “Term) commences. The subscription Term shall begin on the date Subscriber has successfully completed the registration process, has affirmed consent to the terms of this Agreement and the online Terms of Use, and has provided a valid credit card for payment, immediately following which, Subscriber will be provided an access link to the Hosted Services. This Agreement shall continue in full force and effect, subject to Subscriber’s payment of all monthly Charges, until the subscription Term is terminated by either party as set forth in Section 6 hereof.
   2. Trial Subscription Terms. Provider may, in its sole and absolute discretion, offer free trial subscriptions by invitation only for a limited period of time (the “Trial Period”) as determined by Provider. In order to access and use the Hosted Services, each invitee must complete the full registration process per the instructions provided, and provide valid credit card information. The Trial Period will commence upon successful completion of the registration process and will continue for the duration noted in the invitation. During the Trial Period, the invitee will be deemed a Subscriber with the same rights to use the Hosted Services as a paid Subscriber, and such use will be subject to the terms of this Agreement and the Terms of Use. Prior to the end of the Trial Period, Provider will notify the invitee via email of the pending expiration of the Trial Period, and the invitee will have the option of notifying Provider of its intention to allow the Trial Period to end, in which event the invitee’s access rights shall cease, or of continuing to receive uninterrupted access to the Hosted Services, in which event, the invitee’s credit card will be charged the applicable monthly Charges and the paid subscription Term will commence. If the invitee fails to notify Provider of its intent to cease use of the Hosted Services upon expiration of the Trial Period, such silence will be deemed an acceptance of Provider’s offer of a paid subscription Term and the invitee’s credit card will be charged. Upon the end of a Trial Period, the terms of Section 6(d) will apply with respect to any Subscriber Materials input by the invitee during the Trial Period.
6. Termination.
   1. By Provider. Provider may terminate this Agreement immediately upon giving written notice of termination to Subscriber if: (i) Subscriber commits any default or breach of this Agreement; or (ii) Provider is unable to bill the Charges to the credit card account provided by Subscriber and Subscriber fails to provide an acceptable credit card to Provider within five (5) calendar days of being notified of such failure.
   2. By Subscriber. Subscriber may terminate this Agreement immediately upon giving written notice of termination to Provider in the event of (i) the institution by Provider of an amendment to the Agreement which contains Additional Terms (as defined herein in Section 19) that materially alter the terms of this Agreement and as a result materially and adversely impact Subscriber. This Agreement and the license granted hereunder shall immediately terminate upon receipt by Provider of such notice unless Subscriber has an enterprise level Subscriber Agreement. Subscriber shall be charged a cancellation fee equal to 50% of the sum of the last 12 months fees for all enterprise services, or, if less than 12 months have elapsed, then 50% of the annualized value of the actual service fees.
   3. By Either Party. Either Provider or Subscriber may terminate this Agreement at any time during the Term unless Subscriber has an enterprise level Subscriber Agreement. Subscriber acknowledges and agrees that Provider may at any time in its sole discretion suspend or terminate Subscriber’s (or any of Subscriber’s customer’s) access to or use of the Hosted Services, or any portion thereof, with or without notice for any reason or no reason, unless otherwise prohibited by applicable law. Unless Subscriber has an enterprise Subscriber Agreement, in the event either party elects to terminate this Agreement pursuant to this Section 6(c), the terminating party shall give the other party written notice of such termination at least thirty (30) days prior to the termination date. If Subscriber has an enterprise level Subscriber Agreement, Subscriber shall give no less than six (6) months written notice of such termination. Subscriber shall be charged a cancellation fee equal to 50% of the sum of the last 12 months fees for all enterprise services, or, if less than 12 months have elapsed, then 50% of the annualized value of the actual service fees. No Charges or fees previously paid by Subscriber will be refunded upon termination.
   4. Effect of Termination. Subscriber shall, upon effective termination of this Agreement, immediately discontinue all use of and access to the Hosted Services. In addition, upon termination, all of Subscriber’s customers who were granted use and access to the Hosted Services shall also be required to discontinue use of and access to the Hosted Services. Within a reasonable time after termination, (i) Provider will provide access to Subscriber for Subscriber to download within sixty (60) days after the termination of this Agreement the Subscriber Materials posted on the Hosted Services. For purposes of clarification, Subscriber is not entitled to receive, and Provider will not return to Subscriber, any Modified Subscriber Materials (as defined in Section 12 below). Subscriber’s rights to use the Modified Subscriber Materials only exists while this Agreement is in effect and such right to use the Modified Subscriber Materials shall end upon termination of this Agreement.
7. Service Charges and Payment.
   1. Charges. Subscriber agrees that the subscription charges and fees (collectively “Charges”) shall be billed monthly in advance to Subscriber’s preferred credit card account or other Provider approved payment method (as designated by Subscriber on the online registration form or as updated by Subscriber thereafter) on the first day of each month. Provider may modify subscriptions charges and fees billing practices. In the event Subscriber registers on a day other than the first day of the month, Subscriber will be charged a pro-rated portion of the monthly Charges for the first month. All Charges are exclusive of sales, service, use, value added tax (VAT) or equivalent, ad valorem, personal property and other taxes, which are the responsibility of Subscriber.
   2. Payment. As payment for the Charges, Subscriber authorizes Provider to process a credit card transaction or other Provider approved payment method each month against the account designated by Subscriber. The first such transaction shall be processed at the time Subscriber submits the Hosted Services online registration form. Once the first credit card or other Provider approved payment method transaction has been processed, the Subscriber will be given access to the Hosted Services. On the first day of each month thereafter, Provider will process a credit card or other Provider approved payment method transaction against the account designated by Subscriber until this Agreement is terminated. Subscriber hereby agrees to: (a) provide true, accurate, current and compete information as prompted on the registration form; (ii) maintain and promptly update the account information to keep it true, accurate, current and complete; and (iii) promptly notify Provider of any changes in the expiration date of any credit card or other Provider approved payment method used in connection with the Hosted Services. If Provider ascertains that any account information provided is untrue, inaccurate, not current or incomplete, Provider reserves the right to suspend or terminate Subscriber’s access to and/or use of the Hosted Services. All amounts paid to Provider are non-refundable.
8. Subscriber Responsibilities. Subscriber is responsible for arranging its own access to the Internet, including payment of all charges associated therewith, and for acquiring, installing and maintaining at its own risk and expense all equipment necessary to gain access to the Hosted Services. Access to and use of the Hosted Services is through a combination User ID and Password which are chosen and activated solely by Subscriber during the registration process. Subscriber is required to keep all User IDs and Passwords strictly confidential. Subscriber shall: (i) adopt and enforce such internal policies, procedures and monitoring mechanisms as are necessary to ensure that the Hosted Services is used only in accordance with the terms of this Agreement and the Terms of Use and Privacy Notice; and (ii) take all steps necessary to ensure that no person or entity will have unauthorized access to the Hosted Services. Subscriber is responsible for all access to the Hosted Services that is made through the use of Subscriber’s User ID and Password, whether or not Subscriber has knowledge of or authorizes such access and use. Unauthorized access to the Hosted Services, or any portion thereof, is deemed a breach of this Agreement. Subscriber must promptly notify Provider of any apparent breaches of security, such as loss, theft or unauthorized use or disclosure of Subscriber’s User ID or Password.
   
   Subscriber may provide any customer a “report code” allowing such customer to access designated pages of the Hosted Services on which Subscriber has uploaded Subscriber Materials for such customer to review. Subscriber shall ensure that a customer is only provided access to those pages containing the Subscriber Materials relevant to such customer. Subscriber shall supervise such customer to whom it provides access to such customer’s designated job site pages of the Hosted Services and shall ensure the customer’s compliance with the terms of this Agreement as well as the Hosted Services’s Terms of Use of Use, if applicable. Subscriber shall indemnify, defend and hold harmless Provider, its directors, offices, employees and agents from and against any and all direct and indirect losses, claims, demands, expenses (including attorneys’ fees) and/or liabilities of whatever nature or kind arising out of or related to any breach of this Agreement and/or the Hosted Services’s Terms of Use of Use by Subscriber and/or Subscriber’s customers. Subscriber shall not authorize, permit or otherwise allow anyone under 18 years of age to use Provider’s Services, Software, or Hosted Services. Subscriber is responsible for ensuring that all users are over 18.
9. Registration. Subscriber agrees to (i) provide true, accurate, current and complete information as requested, including correct mailing address for home or business (as applicable), as prompted by the online registration form and (ii) maintain and promptly update the registration data to keep such data true, accurate, current and complete.
10. Privacy Policy. Subscriber hereby agrees that any Subscriber Materials collected by Provider is done in accordance with Provider’s Website Privacy Policy as set forth on the Website. Subscriber is responsible for any third-party Personal Information that Subscriber uploads, stores, creates, uses, shares, modifies, deletes or otherwise processes during Subscriber’s use of the Website.

    For the purpose of these Terms of Use, Personal Information means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

    Consent to Use of Data: Subscriber agrees that Provider may collect and use technical data and related information—including but not limited to technical information about Subscriber’s device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to Subscriber (if any) related to the use of the Website. Provider may use this information, as long as it is in a form that does not personally identify an individual, to improve its products or to provide services or technologies to you.

    By agreeing to these terms, Subscriber agrees to receive communications, including marketing communications, special offers, promotional materials, and customer surveys, as directed by Provider.

11. Subscriber Conduct. Subscriber agrees to comply with all applicable laws and regulations. Subscriber agrees not to:
    1. Defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity;
    2. Impersonate any person or entity, falsely state or otherwise misrepresent Subscriber’s affiliation with any person or entity, or use any fraudulent, misleading or inaccurate email address or other contact information;
    3. Exploit, harm or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
    4. Restrict or inhibit any other user from using the Hosted Services, including, without limitation, by means of “hacking” or defacing any portion of the Hosted Services;
    5. Express or imply that any statements Subscriber makes are endorsed by Provider, without Provider’s prior written consent;
    6. Upload to, transmit through, or display on the Hosted Services (a) any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes Provider’s or any third party’s intellectual property or other rights; (b) any confidential, proprietary or trade secret information of any third party; or (c) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by Provider);
    7. Engage in spamming or flooding;
    8. Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
    9. “Frame” or “mirror” any portion of the Hosted Services, or link to any page of or material on the Hosted Services, without Provider’s prior written authorization;
    10. Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Hosted Services; or Harvest or collect information about users of the Hosted Services without their express consent.
12. Subscriber Materials. In the event that Subscriber posts or uploads to the Hosted Services, or otherwise submits to Provider, any Subscriber Materials, Subscriber hereby grants to Provider and Provider’s designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, fully paid-up, perpetual, irrevocable right to use and display such Subscriber Materials solely in connection with providing the Hosted Services to Subscriber. In no event shall Provider use any Subscriber Materials for any purpose, other than to provide to Subscriber the services offered through the Hosted Services.
    
    Subscriber warrants and represents that it is the owner or licensee of all Subscriber Materials that Subscriber uploads, records or otherwise transmits through the Hosted Services, and that Subscriber has written authorization from each third party owner of such Subscriber Materials to use, upload and transmit such third party materials through the Hosted Services in the manner described herein. Subscriber warrants and represents Subscriber will not publish, post, upload, record or otherwise transmit Subscriber Materials that: (i) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.
    
    Subscriber acknowledges and agrees that Provider is not obligated to and will not as a standard practice monitor and/or police the Subscriber Materials that are posted on the Hosted Services. If Provider is notified in writing that certain Subscriber Materials which breach the standards set forth in this Agreement have been posted on the Hosted Services, Provider shall have the right in its sole discretion to immediately remove the offending Subscriber Materials without notice and to suspend or terminate (at Provider’s option) the offending subscriber’s access to and/or use of the Hosted Services without refund. Notwithstanding the foregoing, Subscriber acknowledges and agrees that Provider may (but is not obligated to) do any or all of the following, at Provider’s discretion: (a) monitor and/or filter any Subscriber Materials (including without limitation by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); (b) remove, or refuse to send, transmit, post, or otherwise use any Subscriber Materials; and/or (c) disclose any Subscriber Materials, and the circumstances surrounding the transmission or use thereof, to any third party in order to operate the Hosted Services; to protect Provider and its affiliates, distributors, partners, licensors, advertisers, sponsors, and users; to comply with legal obligations or governmental requests; to enforce this Agreement; or for any other reason or purpose.
    
    During the term of this Agreement, Provider will provide certain maintenance and customer support services, as set forth in this section, to maintain the Hosted Services so that the Hosted Services shall function in accordance with the accepted level of performance consistent with descriptions herein. Provider will make available to the Customer a telephone number (the "Support Center") for the Subscriber to call requesting service of Provider. The Support Center will operate during Normal Operating Hours as defined herein. Upon receipt by Provider of notice from the Subscriber through the Support Center of an error, defect, malfunction or nonconformity in the Hosted Services, Provider shall provide a response by a qualified member of its staff to begin to diagnose and to correct a reported problem as soon as reasonably possible, but in any event a response via telephone or email will be provided. For purposes of this Agreement, "Normal Business Day" shall mean between the hours of 8:00 a.m. to 5:00 p.m. Monday-Friday Eastern Standard Time or Eastern Daylight Time (whichever is applicable), excluding national holidays. During the term of this Agreement, Provider will maintain the Hosted Services by providing such software updates and enhancements as Provider solely determines ("Updates"). All Updates and other enhancements provided to the Subscriber by Provider pursuant to the terms of this Agreement shall be subject to the terms and conditions of this Agreement. Updates will be provided on an as-available basis and will typically include: (1) bug fixes; and (2) enhancements to the software to keep the Hosted Service current with Provider’s most recent commercial version of the Hosted Services; however, (3) Updates do not and will not include: (a) platform extensions including product extensions to (i) different hardware platforms; (ii) different Windows system platforms; (iii) different operating system platforms as may be used by the Subscriber; and (b) new functions or features that are licensed or offered for use separately from the Hosted Services including, without limitation and by way of example (i) new functionality in data delivery infrastructure; (ii) new data feeds; (iii) new applications; and (iv) new presentation tools. Provider assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future commercial versions of the Hosted Services if the Subscriber has made changes to its equipment which changes the performance of the Hosted Services. Maintenance services do not include any of the following: (u) custom programming services ; (v) on-site support, including installation of hardware or software; (w) support of any software not provided by Provider under this Agreement; (x) training; (y) out-of-pocket and reasonable expenses, including hardware and related supplies; or (z) any other activity not expressly set forth in this Agreement. Provider may, in its sole and complete discretion, provide the Subscriber with additional services, such as training for Subscriber personnel on the operation and administration of the Hosted Services, as time permits. Such additional services shall be provided without any warranty or representation of any kind and shall not obligate Provider to provide such additional services at any time in the future. Additional support services, if desired, may also be the subject of a Statement of Work, signed by authorized representatives of both parties, detailing the nature of services to be performed, pricing and such other terms and conditions as are negotiated by the parties.
13. Limited Warranty Provider will use all reasonable commercial efforts to see that the Hosted Services will perform substantially in accordance with service descriptions provided herein. While Provider will use commercially reasonable efforts to back-up the Subscriber Materials posted on the Hosted Services. Subscriber acknowledges that Provider shall have no responsibility to Subscriber, or to any third party, for or have any obligation with respect to the Subscriber Materials posted on the Hosted Services. Provider recommends that Subscriber make back-up copies on Subscriber’s hard drive or other personal system of all Subscriber Materials that are uploaded or posted onto the Hosted Services as the Hosted Services is not intended to be used as a back-up solution for storing Subscriber Materials.
    
    Provider expressly disclaims any obligation to (i) keep the Hosted Services Content updated or free of errors or viruses, (ii) maintain uninterrupted access to the Hosted Services, and/or (iii) retain copies of or store the Subscriber Materials for any length of time. PROVIDER DOES NOT GUARANTEE THE ACCURACY OF the Hosted Services, the Hosted Services CONTENT, OR THE SUBSCRIBER MATERIALS. PROVIDER SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE SUBSCRIBER MATERIALS AND/OR SUBSCRIBER’S USE THEREOF IN CONNECTION WITH the Hosted Services OR OTHERWISE.
    
    While using the Hosted Services, Subscriber may have the opportunity to utilize certain Site features to modify and/or enhance its Subscriber Materials and to create newly modified and enhanced versions of its original Subscriber Materials (the “Modified Subscriber Materials”). Modified Subscriber Materials may be accessed, viewed, and utilized on the Site, and Subscriber may disseminate, publish, and/or transmit such Modified Subscriber Materials to its customers and/or other third parties. The Modified Subscriber Materials will only remain available to Subscriber in this modified format for the uses described above as long as it is a paid Subscriber under this Agreement. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT SUBSCRIBER IS SOLELY RESPONSIBLE FOR SUCH MODIFIED SUBSCRIBER MATERIALS, INCLUDING, WITHOUT LIMITATION, THE CREATION, DISSEMINATION, PUBLICATION AND/OR TRANSMISSION OF THE MODIFIED SUBSCRIBER MATERIALS. PROVIDER SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE MODIFIED SUBSCRIBER MATERIALS, INCLUDING, WITHOUT LIMITATION, THE CREATION, DISSEMINATION, PUBLICATION AND/OR TRANSMISSION OF THE MODIFIED SUBSCRIBER MATERIALS THROUGH THE HOSTED SERVICES OR OTHERWISE.
    
    Subscriber will be entitled to choose which of its customers and other third parties (including without limitation insurance agents and contractors) may view the Subscriber Materials posted by Subscriber on the Hosted Services. Prior to inviting any third party to access the Hosted Services, Subscriber must obtain all consents, permissions, and rights from all third parties (including without limitation Subscriber’s customers and any property owners) that are necessary for Subscriber to rightfully disclose the applicable Subscriber Materials on the Hosted Services to such third party. Subscriber represents and warrants that Subscriber has received, or will receive prior to inviting any such third party to access the Hosted Services, all consents, permissions, and rights from all third parties (including without limitation Subscriber’s customers and any property owners) that are necessary for Subscriber to rightfully disclose the applicable Subscriber Materials on the Hosted Services to such third party. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT SUBSCRIBER IS SOLELY RESPONSIBLE FOR DETERMINING WHICH THIRD PARTIES MAY RIGHTFULLY VIEW THE SUBSCRIBER MATERIALS THROUGH USE OF THE HOSTED SERVICES. PROVIDER SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM OR RELATED TO SUBSCRIBER’S DETERMINATION OF WHICH THIRD PARTIES MAY ACCESS THE HOSTED SERVICES AND/OR VIEW THE SUBSCRIBER MATERIALS.
    
    EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE HOSTED SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE PERFORMANCE OF THE HOSTED SERVICES MAY VARY BASED UPON THE MANUFACTURER’S EQUIPMENT WITH WHICH IT IS USED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. PROVIDER DOES NOT WARRANT THAT ACCESS TO THE HOSTED SERVICES WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE HOSTED SERVICES OR THE SERVER(S) THAT MAKE THE HOSTED SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOR DOES PROVIDER MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL. SUBSCRIBER ACKNOWLEDGES THAT USE OF THE HOSTED SERVICES IS NOT ERROR-FREE, AND THAT SUBSCRIBER MAY, DURING USE OF THE HOSTED SERVICES, ENCOUNTER HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA (INCLUDING WITHOUT LIMITATION SUBSCRIBER MATERIALS) OR DAMAGE TO MEDIA (INCLUDING WITHOUT LIMITATION SUBSCRIBER MATERIALS). THEREFORE, SUBSCRIBER HEREBY RELEASES, FOREVER DISCHARGES AND HOLDS PROVIDER HARMLESS FROM AND AGAINST ANY DAMAGES, LIABILITIES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, THIRD PARTY CAUSES OF ACTION BROUGHT AGAINST SUBSCRIBER, LOSS TO OR CORRUPTION OF DATA, SUBSCRIBER MATERIALS, SUBSCRIBER’S COMPUTER SYSTEM, OR LOSS OR DAMAGE TO ANY OTHER PROPERTY OF SUBSCRIBER OR ITS CUSTOMERS THAT ARISES IN WHOLE OR IN PART FROM SUBSCRIBER’S USE OF THE HOSTED SERVICES AND WHICH COULD NOT HAVE BEEN AVOIDED BY PROVIDER BY EXERCISING REASONABLE CARE IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
14. Limitation of Liability. Subscriber acknowledges and agrees that it has independently verified that the Hosted Services is appropriate for the purposes for which Subscriber intends to use the Hosted Services, and that Subscriber did not rely upon any skill or judgment of Provider in such selection. Subscriber assumes the entire risk related to the use of the Hosted Services. NOTWITHSTANDING THE FOREGOING, PROVIDER’S LIABILITY IN CONTRACT, TORT OR OTHERWISE IN CONNECTION WITH THE HOSTED SERVICES AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE MONTHLY CHARGES PAID TO PROVIDER BY SUBSCRIBER FOR USE OF THE HOSTED SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, SUBSCRIBER FURTHER AGREES THAT PROVIDER SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES IN THE FORM OF CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF DATA, LOSS OF SUBSCRIBER MATERIALS, LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, RESULTING FROM THIS AGREEMENT AND/OR SUBSCRIBER’S (OR SUBSCRIBER’S CUSTOMERS’) USE OR INABILITY TO USE THE HOSTED SERVICES, THE HOSTED SERVICES CONTENT, OR THE SUBSCRIBER MATERIALS, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY PROCESS, FUNCTION OR FEATURE OF THE HOSTED SERVICES.
15. Limitations of Claims. Except for claims relating to Charges, or improper use of the Hosted Services, no claim, regardless of form, which in any way arises out of this Agreement may be made, nor action based upon such claim brought under this Agreement more than one (1) year after the basis for the claim becomes known to the party desiring to assert it.
16. Indemnification. Subscriber shall indemnify, defend and hold harmless Provider, its directors, offices, employees and agents from and against any and all direct and indirect losses, claims, demands, expenses (including attorneys’ fees) and/or liabilities of whatever nature or kind arising out of or related to: (i) the access or use by Subscriber or any third party of the Hosted Services, and/or (ii) any Subscriber Materials (including without limitation the Modified Subscriber Materials) and/or Subscriber’s use, dissemination, publication, and/or transmission thereof in connection with the Hosted Services or otherwise.
17. Force Majeure. Provider shall not be liable for any delays or interruptions in its performance under this Agreement which are due to causes beyond its reasonable control, including, without limitation, acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.
18. Notices. Except as otherwise provided in this Agreement, all notices by Subscriber must be given in writing to Provider at the address listed under the Hosted Services contact information page and to Subscriber at the address provided on the registration page of the Hosted Services. Any notice by Provider will be deemed given to Subscriber upon the first business day after being sent by Provider. Subscriber notice to Provider will be deemed given upon receipt.
19. Additional Terms. This Agreement may be modified from time to time by incorporating certain additional terms (collectively “Additional Terms”) to the terms set forth in this Agreement. Provider shall notify all Subscribers of Additional Terms via the Hosted Services, by email or by such other means of notification as Provider may determine, not less than 30 days’ prior to the date such Additional Terms shall become effective. Subscriber agrees to, and will be obligated to comply with, all such Additional Terms as well as the terms and conditions in this Agreement. All Additional Terms will be considered part of this Agreement. In the event of any conflict between the terms and conditions of this Section 19 and the terms and conditions of Section 1(b) above, the terms and conditions of Section 1(b) shall prevail with respect to such conflict.
20. Hosted Services Terms of Use. Subscriber hereby agrees to be bound by and comply with the Hosted Services Terms of Use as set forth on the Hosted Services. In the event there is any conflict between this Agreement and the Hosted Services Terms of Use, this Agreement shall prevail to the extent of such conflict.
21. Entire Agreement. This Agreement, which includes all applicable Order Forms, current and future Schedules, Additional Terms, the Hosted Services Terms of Use , and the Hosted Services Privacy Notice, embodies the entire understanding between the parties with respect to the subject matter of this Agreement and except as otherwise provided herein supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter.
22. Governing Law. This Agreement will be governed by and construed under the law of the state of Ohio without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Ohio will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts.
23. Assignment. This Agreement and any rights arising out of this Agreement may not be assigned in whole or in part by Subscriber without the written consent of Provider.
24. Survival. The terms of Sections 2(b), 3, 6(d), 8, 10, 13, 14, 14, 16 and 22 shall survive any termination of this Agreement.
25. Severability. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part hereof.
26. No Third Party Rights. This Agreement is for the benefit of the parties hereto and is not intended to, and, except in the event of an assignment hereof by Provider, shall not be construed as benefiting or creating rights in any person or entity other than the parties hereto.
27. Waiver. A failure of either party to this Agreement to enforce at any time any of the provisions of this Agreement, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach of the same or any other term or condition hereof.
28. No Partnership. Nothing in this Agreement shall be deemed or construed by the parties or any other entity to create an agency, partnership or joint venture between Provider and Subscriber.