Xenia Platform Inc., a Delaware corporation (“Provider”, “we”, or “us”), is in the business of, among other things, providing a software as a service(SaaS) operations, communication, and workforce management platform (the “Platform”)by, among other means, mobile applications (the “Applications”) and websites at, among other locations, www.xenia.team (the “Websites”). The Platform, the Applications, the Websites, and the Documentation (as defined below),including all information or materials of any nature, including text, graphics, user interfaces, trademarks, logos, sounds, artwork, and other intellectual property, that comprises any part thereof, are, collectively, the “Services”.

These terms and conditions of service (these “Terms”)are a binding agreement between us and any person that directly or indirectly(through such person’s employees, consultants, contractors, agents, or otherwise) uses the Services in any respect (each, a “User” or “you”).

A User that also registers as a Provider customer in accordance with our customer registration procedures in effect from time to time for purposes of gaining access for its personnel to use the Services, whether solely for evaluation purposes or otherwise, is also a “Customer”.

A User that is a Customer’s employee, consultant, contractor, and agent that such Customer has authorized to use the Services under the rights we have granted to such Customer pursuant to these Terms, for whom such Customer has paid all applicable fees for use of the Services under these Terms, and whose use rights have not been suspended or terminated pursuant to these Terms is also an “Authorized User” with respect to such Customer. If you are an Authorized User, references in these Terms to Customer are references to the Provider customer with respect to which you are an Authorized User.

Each Customer, together with all its Authorized Users as at any specified time of determination, are with respect to such Customer the “Customer Parties”.

We and you are, together, the “Parties”.

1       Customers and Authorized Users Only

The Services, including any restricted access portion of the Applications and the Websites, are for Customers and Authorized Users ONLY. If you are not a Customer or Authorized User, you are not authorized to and may not and should not use the Services.

2       Account

To avail yourself of the Services, you will need to create an account (your “Account”). To qualify to create an account, you must be a Customer or Authorized User, and, if you are an individual, at least eighteen years of age or the age of majority in your jurisdiction, whichever is older, and it must be lawful for you to create an Account and to register for, download, install, access, and otherwise use the Services or any other Provider Property or any part thereof (all such activities constituting “using” the Services for purposes of these Terms), in the country in which you reside. Only you may use your Account. You will not disclose any element of your Access Means (as defined below) to any other person or otherwise cause or permit any other person to use your Account for any purpose. You may delete your Account at any time through your Account profile. We may in our sole discretion, at anytime and without any prior notice or liability to you, suspend or terminate your Account. We may also in our sole discretion, at any time and without any prior notice or liability to you, use any operational, technological, legal, or other means at our disposal to enforce these Terms. Without limiting the generality of the immediately preceding sentence, we expressly reserve the right to suspend or terminate your Account, at any time and without any prior notice or liability to you, if we determine in our sole discretion that you have or any other Customer Party has violated these Terms in any respect or engaged in any unlawful, improper, or inappropriate conduct in connection with using the Services, or for any other reason we deem in our sole discretion justifies such suspension or termination.

3       Binding Agreement

By using the Services in any respect, you:

(a)      Acknowledge that you have read and understand these Terms.

(b)     Represent that you are a Customer or an Authorized User of a Customer.

(c )     Represent that, if you are an individual, you are at least eighteen years of age or the age of majority in your jurisdiction whichever is older.

(d)     Accept these Terms and agree that you are legally bound by them.

If you do not agree to these Terms, do not use the Services in any respect, and immediately delete the Applications from any device on which you may have installed them.

4       Service Plans

We provide the Services under a number of plans tailored to the needs of our Customers, the fees, payment schedule, and initial and renewal term terms and conditions for which we may publish from time to time on the Websites or convey to and confirm with a Customer directly through written communications (each, a “Service Plan”). The latest Service Plan that a Customer has selected and not cancelled or replaced with a different Service Plan is such Customer’s “Selected Service Plan”.

5       Access and Use

5.1      Rights Grant

If you are a Customer, we hereby grant you, strictly subject to and conditioned on your payment of all applicable Fees, and your and the other Customer Parties’ compliance with all other terms and conditions these Terms contain, a non-exclusive, non-transferable right to cause and permit your Authorized Users’ to use the Services for your own internal business purposes. If you are an Authorized User, we hereby grant you, strictly subject to and conditioned on your and the other Customer Parties’ compliance with all terms and conditions these Terms contain, a non-exclusive, non-transferable, revocable right to use the Services for Customer’s internal business purposes. We will provide Customer for its Authorized Users’ use such physical, administrative, and technical controls, screening, and security procedures and other safeguards we deem necessary, appropriate, or desirable to securely administer access to and use of the Services and other Provider Property, whether by means of username or electronic mail address and password, authentication application, “magic” link, or otherwise (collectively, “Access Means”). You will take all reasonable measures to secure and safeguard your Access Means.

5.2      Authorized Users

Customer may designate as Authorized Users no more than the number of individuals specified in Customer’s Selected Service Plan (the “Authorized User Count”). Customer will ensure that the number of individuals that use the Services under the rights we have granted Customer pursuant to these Terms does not exceed at any time the Authorized User Count or, if fewer, the number of Authorized Users with respect to which Customer has paid in full all applicable Fees as at such time. Customer will be responsible and liable for all use of the Services and other Provider Property resulting from use that Customer directly or indirectly authorizes, permits, provides, enables, or facilitates, whether these Terms permit or prohibit such use. Without limiting the generality of the immediately preceding sentence, Customer will be responsible and liable for all acts and omissions of its Authorized Users. Any Authorized User’s act or omission that would constitute a breach of these Terms if Customer had taken such act or made such omission will be deemed a breach of these Terms by Customer. Customer will take reasonable efforts to make all Authorized Users aware of these Terms’ provisions as applicable to such Authorized User’s use of the Services and other Provider Property and will cause all Authorized Users to comply with such provisions.

5.3      Documentation License

We hereby grant Customer a non-exclusive, non-sublicensable, non-transferable license to use all manuals, handbooks, guides, instructions, and other documents and materials that we provide or make available to you or any other Customer Party in any form or medium and that describe the functionality, components, features, or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance of the Services (collectively, the “Documentation”),during the Term solely for your use in connection with using the Services for Customer’s own internal business purposes in accordance with the terms and conditions these Terms contain.

5.4      Use Restrictions

In connection with using the Services, you will comply with all applicable laws, including privacy laws, intellectual property laws, anti-spam laws, and equal opportunity laws. You will not, and will not cause, permit, or assist any other person (including any other Customer Party) to, directly or indirectly use the Services to any extent, in any manner, or for any purpose beyond the scope these Terms grant. Except strictly to the extent these Terms otherwise expressly permit, you will not, and will not cause, permit, or assist any other person (including any other Customer Party) to, directly or indirectly:

(a)      Use the Services or any other Provider Property or any part thereof for any illegal purpose.

(b)     Copy, modify, translate, adapt, or otherwise create derivative works or improvements (whether or not patentable) of the Services or any other Provider Property or any part thereof.

(c )     Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component or source code of the Services or any other Provider Property or any part thereof.

(d)     Scrape or replicate by any means (automated or otherwise) the Services or any other Provider Property or any part thereof.

(e)      Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to any person the Services or any other Provider Property or any part thereof, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service.

(f)      Input, upload, transmit, or otherwise provide to or through the Services or any other Provider Property any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any computer, software, firmware, hardware, system, or network, or any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

(g)     Access, tamper with, or use any unauthorized areas of the Services or any other Provider Property or any part thereof.

(h)     Damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or any other Provider Property or any part thereof, or our provision of any services to any other person.

(i)       Remove, disable, bypass, circumvent, breach, or otherwise create or implement any workaround to any copy protection, rights management, or security device or features in or protecting the Services or any other Provider Property or any part thereof.

(j)       Remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices, from the Services or any other Provider Property or any part thereof, including any copy thereof.

(k)     Access or use the Services or any other Provider Property or any part thereof in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(l)       Misrepresent your identity or your current or previous positions, qualifications, or affiliations.

(m)   Access or use the Services or any other Provider Property or any part thereof for purposes of competitive analysis thereof, the development, provision, or use of a competing software service or product, or any other purpose that is to our detriment or commercial disadvantage.

5.5      Reservation of Rights

You acknowledge and agree that the Services and all other Provider Property are provided under grant of rights, and not sold, to you. You do not acquire any ownership interest in the Services or any other Provider Property or any part thereof under these Terms, or any other rights thereto other than to use the Services in accordance with the rights granted under these Terms, and subject to all terms, conditions, and restrictions these Terms contain. Except for the limited rights and licenses we expressly grant you under these Terms, we and our licensors and service providers hereby reserve and will retain our and their entire right, title, and interest in, to, and under the Services and all other Provider Property, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, and nothing in these Terms grants you or any other person, by implication, waiver, estoppel, or otherwise, any right, title, or interest in, to, or under the Services or any other Provider Property or any part thereof.

5.6       Service Suspensions

We may suspend (each, a “Service Suspension”) your and any other Customer Party’s use of the Services and other Provider Property or any part thereof without incurring any resulting liability of any kind if:

(a)      We receive any judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires us to do so.

(b)     We reasonably determine that there is a threat or attack on any Provider Property.

(c )    We reasonably determine that your or any other Customer Party’s use of Provider Property disrupts or poses a security risk to Provider Property or to any of our other customers or vendors.

(d)     We reasonably determine that you or any other Customer Party is using Provider Property for fraudulent, misleading, or illegal activities.

(e)      We reasonably determine that you or any other Customer Party has failed to comply with any provision these Terms contain or has used the Services or other Provider Property beyond the scope of the rights these Terms grant or for a purpose these Terms do not authorize.

(f)      We reasonably determine that a bankruptcy event has occurred with respect to Customer.

(g)     We reasonably determine that applicable law prohibits us from providing the Services to you or any other Customer Party.

(h)     Any of our vendors has suspended or terminated our use of any third-party services or products required to enable you to use the Services.

(i)       The Term expires or is terminated.

We may implement any Service Suspension by disabling and or otherwise denying use of all or any part of the Services or other Provider Property directly or indirectly and by use of any software, hardware, or other technology, device, or means (including any back door, timebomb, time out, drop dead device, software routine, or other disabling device),whether automatically with the passage of time, by our or our designees’ exercise of positive control, or by any other lawful means. We will use commercially reasonable efforts to give Customer notice of any Service Suspension and provide Customer updates regarding resumption of use of the Services following any Service Suspension. We will use commercially reasonable efforts to resume providing use of the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will have no liability of any kind for any Losses or other consequences that you or any other Customer Party may incur as a result of a Service Suspension. This Section 5.6does not limit in any respect any of our other rights or remedies, whether at law, in equity, or under these Terms.

5.7      Subcontractors

We may from time to time in our sole discretion engage unaffiliated third parties to provide any part of the Services (each, a “Subcontractor”).

6       Content

You are solely responsible for all information and materials you input, upload, or otherwise make available to or through the Services (collectively, “Your Content”). You may not and will not use the Services to upload or otherwise provide or share any information or materials that (collectively, “Prohibited Content”):

(a)      Is or could reasonably be deemed to be illegal.

(b)     Infringes the rights, including intellectual property and privacy rights, of any other person.

(c )    Impersonates any other person, including by falsely stating your name or any element of any person’s Access Means.

(d)     Contains any spyware, adware, viruses, corrupt files, worm programs, or other malicious code designed to interrupt, damage, or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers, or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept, or expropriate any data or personal information whether from the Services or otherwise.

You will ensure that Your Content does not include any Prohibited Content. You grant to us a non-exclusive, royalty free, perpetual, worldwide license to store Your Content on our servers and to use, display, and make available Your Content on or through the Services in anyway we deem necessary, appropriate, or desirable in our sole discretion, but in any event in compliance with our Privacy PolicyCookie Preferences, to facilitate the proper functioning of the features and functionalities of the Services as they exist from time to time. Whenever you input, upload, or otherwise provide or make available any information or materials to or through the Services, you represent and warrant to us that you have all necessary rights and licenses to do so, and the above license will immediately and automatically apply to such information or materials as part of Your Content. We may assign or sublicense the above license to our affiliates and successors at any time without notice to you and without your approval.

7       Collection and Use of Your Information

You acknowledge that when you use the Services or any other Provider Property or any part thereof, we may use automatic means(including, for example, cookies and web beacons) to collect information about you and your use thereof. You also may be required to provide certain information about yourself as a condition to using the Services or any other Provider Property or certain features or functionality thereof. All such information we collect is subject to our Privacy Policy. By using or providing information to or through the Services or any other Provider Property or any part thereof, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

8       Push Notifications

We may communicate with you via emails, text messages, push notifications, alerts, and other messages related to the Services or your relationship with us. After downloading an Application, you may be asked to accept or deny push notifications and alerts. If you deny, you will not receive any push notifications or alerts. If you accept, push notifications and alerts will be automatically sent to you. If you no longer wish to receive push notifications or alerts from the Services, you may opt out by changing your notification settings on your mobile device or in your web browser. With respect to other types of messaging or communications, such as emails and text messages, you can unsubscribe or opt out by either following the specific instructions included in such communications, or by emailing us with your request at compliance@xeniaplatform.io.

9       Location-Based Services

The Services may allow access to or make available opportunities for you to view certain information or materials and receive other products, services, or other materials based on your location. To make these opportunities available to you, the Services will determine your location using one or more reference points, such as GPS, Bluetooth, or software within your mobile device. If you have set your mobile device to disable GPS, Bluetooth, or other location determining software or do not authorize the Services to access your location data, you will not be able to access such location-specific information, materials, products, services, and materials.

10    Geographic Restrictions

The Services are based in the state of Florida in the United States and provided for use only by persons located in the United States, Canada, the UAE, the United Kingdom, and the countries that comprise the European Union, and such other countries as we may from time to time specify in our sole discretion. You represent and warrant to us that you are a resident of the United States, Canada, the UAE, the United Kingdom, or a country that is a member of the European Union. You represent and warrant to us that you are not located in a country that is subject to any United States government embargo or that the United States government has designated a “terrorist supporting” country and that you are not listed on any United States government list of prohibited or restricted parties. You acknowledge that you may not be able to use all or some of the Services outside of the United States and that use thereof may not be legal by certain persons or in certain countries. If you use the Services from outside the United States, you are solely responsible for compliance with local laws.

11    Updates

We may at any time and from time to time in our sole discretion develop and provide updates to the Services or any other Provider Property or any part thereof, which may include upgrades, bug fixes, patches, other error corrections, or new features or any combination of the foregoing(collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the internet either the Applications will automatically download and install all available Updates, or you may receive notice of or be prompted to download and install available Updates. You will promptly download and install all Updates and acknowledge and agree that the Services or other Provider Property or parts thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the corresponding Services and be subject to all terms. Conditions, and restrictions these Terms contain.

12    Third-Party Materials

The Services and other Provider Property may incorporate, include, display, or make available open-source or other software, documents, data, content, specifications, information, applications, and other products, services, equipment, components, or materials, or provide links to websites or services, that are not proprietary to us (collectively, “Third-Party Materials”). No such action is an express or implied endorsement on our part of any such Third-Party Materials or the providers thereof. You acknowledge and agree we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you use them entirely at your own risk and subject to such third parties’ terms and conditions.

13    Fees and Payments

13.1    Fees

Customer will pay us without offset or deduction the fees(collectively, “Fees”) specified for Customer’s Selected Service Plan.

13.2    Payments

Customer will make all payments under these Terms in United States dollars in accordance with the payment instructions and procedures specified for Customer’s Selected Service Plan.

13.3    Taxes

All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Without limiting the generality of the immediately preceding sentence, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes of any kind imposed by any governmental authority on any amounts payable by Customer under these Terms, other than any taxes imposed on our income.

13.4     Late Payments

If Customer fails to make any payment when due, without limiting in any respect our other rights and remedies:

(a)      We may charge interest on the past due amount at The Wall Street Journal prime rate plus nine percentage points per annum calculated daily and compounded monthly or, if lower, the highest rate applicable law permits.

(b)     Customer will reimburse us for all expenses we incur in collecting any late payments or interest.

(c )     If such failure continues for three business days or more, we may —and Customer hereby authorizes us to—suspend Customer’s and its Authorized Users’ use the Services and other Provider Property or any part thereof until such amounts are paid in full.

13.5    No Deductions, Setoffs, or Refunds

Customer will pay all amounts payable to us under these Terms in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason. Except as required by law, all amounts paid are non-refundable.

13.6    Fee Increases

We may increase Fees from time to time in its sole discretion, which increased Fees will be applicable and payable in the renewal term next succeeding the then-current term so long as we provide Customer notice of such increase not fewer than five business days before the time the then-current term would automatically renew if Customer does not give notice of termination before such time.

14    Term and Termination

14.1    Term

The term of the relationship between us and you under these Terms (the "Term") is indefinite, will commence when you accept these Terms as provided above, and will continue until it duly expires or is terminated in accordance with these Terms. Unless earlier terminated pursuant to Section 14.2("—Termination"), the Term will expire, subject to any applicable automatic renewals thereof, at the time specified in Customer's Selected Service Plan. All subscriptions automatically renew for the same term as the original subscription (monthly or annually, depending on the Service Plan) unless Customer cancels prior to the renewal date. To cancel, Customer must notify Xenia via customer support channels (email or chat) or cancel directly through the App. If Customer does not cancel before the renewal date, Customer will be charged for the renewal at the same rate as the current subscription.

14.2     Termination

We may terminate the Term at any time with notice to Customer if Customer is in breach of these Terms in any material respect and Customer has not cured such breach within thirty days of receipt from us of notice thereof or, in the case of any breach of a payment obligation, within five business days of receipt from us of notice thereof, or if a bankruptcy event has occurred with respect to Customer. Customer may terminate the Term at any time with notice to us if we are in breach of these Terms in any material respect and we have not cured such breach within thirty days of receipt from Customer of notice thereof, or if a bankruptcy event has occurred with respect us. We or Customer may also terminate the Term at any time with notice to the other in accordance with Customer’s Selected Service Plan. If you are an Authorized User, you may terminate the Term at any time by closing your Account, and we may terminate the Term at any time and for any reason or no reason without notice, including if we determine in our sole discretion that applicable law requires us to terminate the Term, or you have violated in any respect any of the terms and conditions these Terms contain. Upon termination of the Term:

(a)      All rights granted to you under these Terms will also terminate, including your access to your Account and Your Content.

(b)  You must cease all use of your Account and the Services and delete all copies of the Applications from all devices on which you have installed them.

(c ) We will not be liable to you or any other person for any termination of the Term or your Account or use of the Services. Termination will not limit any of our rights or remedies at law or in equity.

14.3    Survival

All provisions of these Terms that, by their nature, should survive termination of the Term, including accrued rights to payment, intellectual property ownership terms, indemnification and confidentiality rights and obligations, warranty disclaimers, limitations of liability, and dispute resolution rights, obligations, and procedures will survive termination of the Term.

15    Violations

If we determine in our sole discretion that you have violated in any respect any of the terms and conditions these Terms contain, we may, in addition to terminating these Terms as provided above:

(a)       Warn you by email sent to any email address you have provided to us that you have violated these Terms.

(b)      Delete any or all of Your Content.

(c )      Discontinueyour Account.

(d)      Notify appropriate law enforcement or other governmental authorities of any illegal activities in which you may have engaged using or revealed by your use of the Services or any other Provider Property, provide Your Content to such authorities, and cooperate with such authorities in any investigation or other actions thereby relating to any such potential illegal activities.

(e)       Take any other action we deem necessary, appropriate, or desirable under the circumstances.

16     Confidentiality

Each Party (the “Disclosing Party”) has disclosed or may disclose to the other Party (the “Receiving Party”) business, technical, or financial information relating to the Disclosing Party’s business(collectively, the Disclosing Party’s “Proprietary Information”). Our Proprietary Information includes non-public information regarding features, functionality, and performance of the Services and other Provider Property, including the Aggregated Data. Customer’s Proprietary Information includes non-public information Customer provides to us to enable us to provide the Services. The Receiving Party will take reasonable precautions to protect the Disclosing Party’s Proprietary Information, and will not, except to use or provide the Services as these Terms expressly permit or require, use or divulge to any person any of the Disclosing Party’s Proprietary Information. The restrictions that this Section 15contains will not apply, however, with respect to any information the Receiving Party can document:

(f)      Is or has become generally available or known to the public, other than a result of any disclosure by the Receiving Party or its representatives in violation of these Terms.

(g)     Is or has become available to the Receiving Party on a non-confidential basis from any source other than the Disclosing Party or any of its affiliates or representatives, other than any such source that the Receiving Party or any of its affiliates or representatives knows or should know is prohibited by a legal, contractual, or fiduciary obligation to the Disclosing Party or any of its affiliates or representatives from disclosing such information.

(h)     Was known to the Receiving Party as a matter of record at the time of receipt.

(i)       The Receiving Party independently develops as a matter of record without the use of or any reference to any Proprietary Information of the Disclosing Party.

17    Intellectual Property Ownership and Use

17.1    Provider Property

You hereby acknowledge that, as between you and the other Customer Parties, on the one hand, and us, on the other hand, we own all right, title, and interest, including all intellectual property rights, in, to, and under the following (collectively, “Provider Property”):

(a)      The Services, including the Platform, the Applications, the Websites, and the Documentation.

(b)     Our information technology infrastructure(including computers, software, hardware, databases, electronic systems(including database management systems), and networks), whether we operate it directly or through use of third-party services and whether we use it in connection with providing the Services or not (collectively, “Provider Systems”).

(c )     All other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, including intellectual property rights therein, that we or any Subcontractor provide or use in connection with the Services or that otherwise comprise or relate to the Services or Provider Systems.

(d)     Aggregated Data and any information, data, or other content, excluding Customer Data, that we derive from monitoring your or any other Customer Party’s use of the Services.

17.2    Third-Party Materials

You hereby acknowledge that, as between you and the other Customer Parties, on the one hand, and any third-party owner of any Third-Party Materials, on the other hand, such third-party owner owns all right, title, and interest, including all intellectual property rights, in, to, and under such Third-Party Materials. Except as these Terms otherwise expressly provide, you will have no right, license, or authorization to use any Third-Party Materials.

17.3    Customer Data

We hereby acknowledge that, as between us, on the one hand, and Customer, on the other hand, Customer owns all right, title, and interest, including all intellectual property rights, in, to, and under all information, data, and other content, other than Aggregated Data, in any form or medium, that you or any other Customer Party inputs, uploads, submits, posts, or otherwise transmits by or through the Services, or that incorporates or is derived from the processing of such data, information, or content by or through the Services (collectively, “Customer Data”). Customer hereby grants us, our Subcontractors, and all individuals involved in the performance of Services as our or our Subcontractors’ employees, agents, or independent contractors a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary, appropriate, or desirable for us to provide the Services to Customer or otherwise perform its obligations under these Terms or to exercise or enforce its rights under these Terms. Customer hereby further grants us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated in and comprising a part of the Aggregated Data.

17.4    Personal Information

“Personal Information” means any Customer Data that directly or indirectly identifies an individual (e.g., names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers), or that can be used to authenticate an individual (e.g., employee identification numbers, government-issued identification numbers (e.g., Social Security numbers, driver’s license numbers, and state-issued identification numbers), passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers).Your and any other Customer Parties’ business contact information is not by itself Personal Information.

17.5    Aggregated Data

We may monitor your use of the Services and collect, compile, and use information and data related to your use of the Services in an aggregated and anonymized manner (collectively, “Aggregated Data”).Aggregated Data includes statistical and performance data, as well knowledge generally applicable to our industry, such as industry policies, practices, and procedures. As between us and you, we own exclusively all right, title, and interest in, to, and under the Aggregated Data, and all intellectual property rights therein. You hereby acknowledge that we may compile Aggregated Databased on Customer Data, make Aggregated Data publicly available in compliance with applicable law, and otherwise use Aggregated Data to the extent and in the manner applicable law permits.

17.6    Feedback

If you or any other person acting in your name or on your behalf or for your benefit sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider Property, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”),we are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to us on your behalf, and on behalf of any other person acting in your name or on your behalf or for your benefit (including, if you are Customer, all your Authorized Users), all right, title, and interest in, to, and under, and we are free to use, without any attribution or compensation to any person, any ideas, know-how, concepts, techniques, or other intellectual property rights the Feedback contains, for any purpose whatsoever. We are not, however, required to use any Feedback. All Feedback constitutes our Proprietary Information.

17.7     Limited Permission to Use Customer Marks

Customer hereby grants us limited, non-transferable, worldwide permission to publicize our provider-customer relationship on our website and in our printed and electronic sales, advertising, marketing, promotional, and public relations materials using Customer’s brand name or names and logo or logos (collectively, the “Customer Marks”). We will conform any use we make of the Customer Marks within the scope of the permission granted pursuant to this Section 17.7to any trademark usage guidelines Customer provides us.

18    No Solicitation

During the Term and the three-year period commencing immediately upon expiration or termination of the Term, you will not, and will not assist any other person to, directly or indirectly, recruit or solicit for employment or engagement as an independent contractor, or employ or engage as an independent contractor, any person that we or any Subcontractor employed or engaged as an independent contractor during the Term, which person was involved in any respect with the Services or the performance of these Terms. If you violate this Section 18,we will be entitled to liquidated damages equal to the aggregate compensation(whether salary, fees, benefits, or other) we or any Subcontractor paid to the applicable employee or contractor during the thirty-six-month period immediately preceding the applicable violation or, if greater, such aggregate compensation for the last full calendar month immediately preceding the applicable violation multiplied by thirty-six.

19    Privacy

Our data privacy and security policy as in effect from time to time, which is available at https://www.xenia.team/privacy-policy,is incorporated into these Terms by this reference to the same extent as if set forth in full in these Terms.

20    Security

We may update our Privacy Policy at any time and from time to time in our sole discretion. If we make material changes to how we treat Customer, User, or Third Person Personal Information or other information, we will post the new Privacy Policy on this page and, in our sole discretion, notify you by email or text message to the primary email address or phone number specified in your Account profile. By continuing to access or use the Applications, the Websites, or the Services after we post a new Privacy Policy with changes on this page, you agree to be bound by the new Privacy Policy as so changed.

The date the privacy policy was last modified is specified below under Effective Date. You are responsible for ensuring we have an up-to-date active and deliverable email address and phone number for you and for periodically visiting our Privacy Policy to check for any changes.We will employ security measures in accordance with our data privacy and security policies as in effect from time to time. We maintain a data breach plan in accordance with prevailing industry standards and will implement the procedures required under such data breach plan upon the occurrence of any data breach. Customer has and will retain sole responsibility for:

(j)       All Customer Data, including its content and use.

(k)     All information, instructions, and materials you or any other Customer Party provides or has provided on its behalf in connection with the Services.

(l)       All Customer’s information technology infrastructure (including computers, software, hardware, databases, electronic systems (including database management systems), and networks), whether Customer operates it directly or through use of third-party services(collectively, “Customer Systems”).

(m)   The security and use of Customer’s and its Authorized Users’ Access Means.

(n)     All use of the Services and other Provider Property directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Means, with or without Customer’s knowledge or consent, and whether by Customer, its Authorized Users, or any other person, including all results obtained from, and all conclusions, decisions, and actions based on, such use.

21    Illustrative Documents

We may from time to time create and make available to you through the Services certain checklists, templates, and other illustrative documents(collectively, “Illustrative Documents”) for informational and educational purposes only. The Illustrative Documents are not intended, and no one should rely on them, for use “as is”, as they cannot and do not anticipate or address all the myriad different facts and circumstances, including applicable laws and regulations, that could be relevant for any particular actual use case. The Illustrative Documents also are not meant to be used, and no one should refer or rely on them, as a substitute for professional medical, health, safety, legal, or other applicable advice. We recommend that you seek qualified professional advice of your own choosing to help you determine whether and to what extent your use of, reference to, or reliance on any Illustrative Document is lawful and otherwise appropriate or desirable under the particular facts and circumstances applicable to you and your business. We do not represent or warrant that any Illustrative Document is complete or correct, or lawful or appropriate for any potential use case. We are not and will not be responsible for any, and we hereby expressly disclaim all, liability for Losses based upon, arising out of, or relating to your use of, reference to, or reliance upon any Illustrative Document or part thereof.

22    Warranty Disclaimers

We will provide you the Services and other Provider Property under these Terms strictly “as is” and “as available” and with all faults and defects without warranty of any kind, express or implied.

To the maximum extent applicable law permits, we, on our own behalf and on behalf of our affiliates and our and their respective licensors and service providers, hereby expressly disclaim all warranties, whether express, implied, statutory, or otherwise, with respect to the Services and other Provider Property, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limiting the generality of the immediately preceding sentence, we provide no warranty or undertaking and make no representation of any kind that the Services or other Provider Property or any products or results of the use thereof will meet your or any other person’s(including any other Customer Party’s) expectations or requirements; achieve any intended results; be compatible or work with any other software, applications, systems, or services; operate without interruption; meet any performance or reliability standards; be secure, accurate, complete, correct, reliable, free of harmful code, or error free; or that any errors or defects can or will be corrected

We will provide you all Third-Party Materials under these Terms strictly “as is”. Any representation or warranty of or concerning any Third-Party Materials is strictly between you and the third-party owner or distributor of such Third-Party Materials. Your use of the Services and other Provider Property and any Third-Party Materials and each part thereof is solely at your own risk. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of an individual, so some or all of the above exclusions and limitations may not apply to you.

23    Indemnification

23.1     Provider Indemnification as Indemnitor

We will indemnify, hold harmless, and defend Customer from and against all damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, expenses, and other losses of any kind and to any extent whatsoever, including reasonable attorneys’ fees (collectively, “Losses”),Customer incurs in connection with any action, suit, or proceeding brought by any third party to the extent such Losses result from any claim that the Services infringe, misappropriate, or otherwise violate, or that Customer’s use of the Services strictly in accordance with these Terms infringes, misappropriates, or otherwise violates, such third party’s United States intellectual property rights. If Customer wishes to seek indemnification or defense from us under this Section 23.1,Customer will promptly notify us in writing of the action, suit, or proceeding brought against Customer with respect to which Customer seeks indemnification or defense. We may not enter into any settlement agreement or other contract in connection with any such action, suit, or proceeding that would in any way whatsoever affect Customer’s rights, constitute an admission of fault by Customer, or bind Customer in any manner, without Customer’s agreement. This Section 23.1constitutes Customer’s sole remedies and our sole liability and obligation for any actual, threatened, or alleged claims that the Services infringe, misappropriate, or otherwise violate, or that Customer’s use of the Services infringes, misappropriates, or otherwise violates, any third party’s intellectual property rights. This Section 23.1will not apply to the extent that any alleged infringement, misappropriation, or other violation is based upon, arises from, or relates to Customer Data or any claim with respect to which Customer is obligated pursuant to Section 23.2 to indemnify, hold harmless, and defend us.

23.2     Customer Indemnification as Indemnitor

Customer will indemnify, hold harmless, and, at our option, defend us from and against all Losses we incur in connection with any action, suit, or proceeding brought by any third party, to the extent such Losses result from (the following, collectively, “Customer Indemnified Claims”):

(a)      Any claim that any Customer Data, or any processing of Customer Data strictly in accordance with these Terms, infringes or misappropriates such third party’s United States intellectual property rights.

(b)     Customer’s or any of its representatives’ (including any Authorized User’s):

(i)       Negligence or willful misconduct.

(ii)      Access to or use of the Services in a manner these Terms do not authorize.

(iii)     Access to or use of the Services in combination with data, software, hardware, equipment, or technology we have not provided or authorized in writing.

(iv)    Modifications to the Services that we have not made or authorized in writing.

If we wish to seek indemnification or defense from Customer under this Section 23.2, we will promptly notify Customer in writing of the action, suit, or proceeding brought against us with respect to which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. Customer may not enter into any settlement agreement or other contract in connection with any such action, suit, or proceeding that would in any way whatsoever affect our rights, constitute an admission of fault by us, or bind us in any manner, without our agreement. This Section 23.2 constitutes our sole remedies and Customer’s sole liability and obligation for any actual, threatened, or alleged Customer Indemnified Claim.

23.3    Mitigation

If any of the Services or Provider Property infringe, misappropriate, or otherwise violate any third party’s intellectual property rights (or if we believe in good faith that any person is likely to so claim),or if Customer’s or any Authorized User’s use of the Services or Provider Property is enjoined or threatened to be enjoined, we may, at our option and sole cost and expense:

(a)      Obtain the right for Customer to continue to use the Services and Provider Property materially as these Terms contemplate.

(b)  Modify or replace the Services and Provider Property, in whole or in part, to seek to make the Services and Provider Property (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Property, as applicable, under these Terms.

(c ) By notice to Customer, terminate the Term with respect to all or part of the Services and Provider Property, and require Customer to immediately cease any use of the Services and Provider Property or any specified part or feature thereof.

23.4    User Indemnification as Indemnitor

You are solely responsible for all actions you take in connection with using the Services and other Provider Property, including all Your Content that you input, upload, or otherwise provide or make available to or through the Services. Accordingly, you will indemnify, defend, and hold harmless us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses based upon, arising out of, or relating to your:

(a)      Violation of any law or the rights of any third party.

(b)     Negligent acts or omissions or willful misconduct.

(c )   Use or misuse of the Services or any other Provider Property.

(d)     Inputting, uploading, or otherwise providing or making available any of Your Content, including any Prohibited Content Your Content may at any time contain or have contained.

(e)      Breach of these Terms.

We retain the exclusive right to settle ,compromise, and pay without your prior consent any and all claims or causes of action that are brought against us and for which you are obligated to indemnify us pursuant to this Section 23.4. If we ask, you will co-operate fully and reasonably as we may require in the defense of any relevant claim. This Section 23.4does not require you to indemnify us for any unconscionable commercial practice on our part or any fraud, deception, false promise, misrepresentation, or concealment, suppression, or omission on our part of any material fact in connection with the Services.

24     Liability Limitations

24.1    Excluded Losses

Notwithstanding anything to the contrary these Terms may contain, in no event will we or any of our affiliates or any of our or their licensors, service providers, or suppliers be liable to you or any other person, including any other Customer Party, under any legal or equitable theory, whether for breach of contract, tort (including negligence),proprietary rights infringement, strict product liability, or otherwise, for any of the following Losses that you or any such other person may incur based upon, arising out of, or relating to the Services or any other Provider Property, including your r use of or inability to use any of the foregoing, regardless of whether we or any of our affiliates or any of our or their licensors, service providers, or suppliers were advised of the possibility of such Losses, or whether such Losses were otherwise foreseeable (collectively, “Excluded Losses”):

(a)       Consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages.

(b)      Increased costs, diminution in value, or lost business, production, use, revenues, income, or profits.

(c )     Loss of goodwill or reputation.

(d)      Loss or damage resulting from, arising out of, or relating to:

(i)       Personal injury or property damage.

(ii)      Computer failure or malfunction.

(iii)     Impairment, inability to use, loss, interruption, delay of the Services.

(iv)    Loss, damage, corruption, or recovery of any data.

(v)      Breach of data or system security.

(e)       Cost of replacement or substitute goods or services.

You will not, and you hereby knowingly, fully, and irrevocably waive to the fullest extent applicable law permits all rights of any kind you ever had, now have, or hereafter can, may, or will have to, make any claim, or bring any action, suit, or proceeding, to recover any Excluded Losses.

24.2    Liability to Customer

Notwithstanding anything to the contrary these Terms may contain, in no event will our and our licensors, service providers, and suppliers collective aggregate liability to Customer arising out of or related to these Terms and the Services under any legal or equitable theory, whether for breach of contract, tort (including negligence), strict liability, or otherwise, exceed the lesser of the aggregate amount Customer has paid to us under these Terms during the twelve-month period immediately preceding the occurrence of the events upon which our liability is based and $1,000,000.The foregoing limitations will apply even if any Customer remedy fails of its essential purpose.

24.3    Liability to All Other Users

Unless you are a Customer, notwithstanding anything to the contrary these Terms may contain, in in no event will we or our licensors, service providers, or suppliers be liable to you to any extent for any Losses based upon, arising out of, or related to the Services or any other Provider Property or our relationship with you under these Terms under any legal or equitable theory, whether for breach of contract, tort(including negligence), strict liability, or otherwise. If you are dissatisfied in any way with the Services or any other Provider Property, your sole and exclusive remedy is to stop your using the Services and other Provider Property. Some jurisdictions do not allow the exclusion or limitation of certain types of damages, so some or all of the above limitations of liability may not apply to you. If any part of the above limitations on liability is found to be invalid or unenforceable for any reason, then our aggregate liability to you will not exceed $100.00.

24.4    Reasonable Limitations

The above limitations of liability are fundamental elements of the basis of the bargain between us and reflect a fair allocation of risk. We would not provide you the Services or any other Provider Property without the full extent of legal protections such limitations are intended to provide us. You agree that the limitations and exclusions of liability, disclaimers, and exclusive remedies these Terms contain are reasonable in all respects and will survive even if found to have failed in their essential purpose.

25    Severability

In entering into these Terms, each Party wishes to fully exercise such Party’s constitutional freedoms to contract as such Party sees fit. Accordingly, each Party hereby waives any right such Party may have to assert, allege, demand, petition, or otherwise claim in any Designated Action that any provision of these Terms is illegal, invalid, or otherwise unenforceable or enforceable only if modified, in whole or in part, by reason of any applicable law or public policy (whether now or hereafter in effect). If, however, any governmental authority of competent jurisdiction (in each case, the “Invalidating Jurisdiction”) declares any provision of these Terms illegal, invalid, or other wise unenforceable or enforceable only if modified, in whole or in part ,by reason of any applicable law or public policy (whether now or hereafter in effect), and such declaration becomes final and non-appealable (in each case, the “Invalidated Provision”), then such Invalidated Provision will remain in full force and effect in all respects as originally written in all jurisdictions other than the Invalidating Jurisdiction and will remain in full force and effect in the Invalidating Jurisdiction to the extent applicable law permits, and all other provisions these Terms contain will remain in full force and effect in their entirety and thereafter construed so as to give the greatest legally permissible effect to the original intent of the Parties with respect to the Invalidated Provision. Each Party will negotiate in good faith to replace as soon as practicable any Invalidated Provision with a provision applicable in the Invalidating Jurisdiction that is legal, valid, and enforceable in the Invalidating Jurisdiction, and that will achieve to the greatest extent possible the same business purposes, and the same allocation of economic and legal benefits and burdens, as such Invalidated Provision would have, had it been legal, valid, and enforceable in the Invalidating Jurisdiction.

26    Third-Party App Store

If you download any Application from a third-party app store (such store, the “Third-Party App Store”), the additional term sand conditions that this Section 26contains will apply to your use of such Application. If any term or condition of these Terms is less restrictive than or otherwise conflicts with any term or condition that this Section 26contains, the more restrictive or conflicting term or condition of this Section 26with apply, but solely with respect to such Application and the Third-Party AppStore. You acknowledge and agree that:

(a)      These Terms are concluded solely between you and us and not with the Third-Party App Store provider.

(b)     We, not the Third-Party App Store provider, are solely responsible for such Application and the content of such Application.

(c )     If these Terms provide for access and usage rules for such Application that are less restrictive or in conflict with the applicable terms of service of the Third-Party App Store, the more restrictive or conflicting term of the Third-Party App Store will take precedence and will apply.

(d)     The Third-Party App Store provider has no warranty obligation or obligation to provide any maintenance and support services with respect to such Application.

We, not the Third-Party App Store provider, are solely responsible for:

(a)      Any Application product warranties, whether express or implied by law, to the extent not effectively disclaimed.

(b)     Any other Losses attributable to any failure to conform to any warranty.

(c )     Any claims you or any third party may have relating to such Application or your possession or use of such Application ,including product liability claims; claims that such Application fails to conform to any applicable legal or regulatory requirement; claims arising under consumer protection or similar legislation; and intellectual property infringement claims.

The Third-Party App Store provider and its subsidiaries are third-party beneficiaries of these Terms, and, upon your acceptance of these Terms, the Third-Party App Store provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. If any conflict exists between the Third-Party App Store provider’s or any mobile carrier’s applicable terms and conditions and these Terms, the terms and conditions of the Third-Party App Store provider or mobile carrier, as the case may be, will govern and control. We are not responsible and have no liability whatsoever for third-party goods or services you obtain through the Third-Party App Store or any mobile carrier.

27    Dispute Resolution

You and we will resolve all disputes or claims relating directly or indirectly or in whole or in part to these Terms, your Account, or your relationship with us, including your use of the Services or any other Provider Property or any part thereof (collectively, the “Designated Claims”),except for suits for equitable relief for infringement or misuse of intellectual property rights, or for breaches or threatened breach of Section 15(“Confidentiality”), that you or we bring in a Designated Court (collectively, “Excluded Claims”), by binding arbitration rather than by an action, suit, or proceeding before a court.

27.1    Arbitration Request

To begin the arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

27.2    Arbitration

The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement these Terms contain (this “Arbitration Agreement”). Any arbitration brought under this Arbitration Agreement will be governed by JAMS, an established alternative dispute resolution provider. All Designated Claims involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of its Streamlined Arbitration Rules and procedures available at: http://www.jamsadr.com/rules-streamlined-arbitration/. All other Designated Claims will be subject to JAMS’s most current version of its Comprehensive Arbitration Rules and Procedures, available at:http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The arbitrator will have the exclusive authority to:

(a)      Determine the scope and enforceability of this Arbitration Agreement.

(b)     Resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable.

(c )     Grant motions dispositive of all or part of any Designated Claim.

(d)     Award monetary damages in respect of any Designated Claim.

(e)      Grant any non-monetary remedy or relief available to any person under applicable law, the arbitral forum’s rules, and these Terms, including this Arbitration Agreement) in respect of any Designated Claim.

27.3    Arbitration Award

The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator will be final and binding upon you and us.

27.4    Jury Trial Waiver

By agreeing to arbitration, you and we are each agreeing to waive our rights to a jury trial in respect of Designated Claims. Instead, you and we are electing that all Designated Claims will be resolved by binding arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

27.5    Individual Arbitration

All claims and disputes within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class or collective basis, and you give up your right to participate in a class action or any other class proceeding. Only individual relief is available and claims of more than one user cannot be arbitrated or consolidated with those of any other user. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. If a decision is issued stating that applicable law precludes enforcement of any of this Section 27’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into a Designated Court. All other claims must be arbitrated.

28    Successor and Assigns

These Terms will be binding upon, inure to the benefit of, and be enforceable by only the Parties and their respective successors, executors, administrators, legal representatives, heirs, legatees, distributees, beneficiaries, and permitted transferees and assigns.

29    No Third-Party Beneficiaries

Except as these Terms otherwise expressly provide, these Terms for the sole benefit of the Parties and their respective heirs, administrators, legal representatives, executors, successors, and permitted assigns, and nothing in these Terms, whether express or implied, is intended to or will confer upon any other person, including any of our creditors, any legal or equitable right, benefit, remedy, power, or privilege of any kind.

30    Governing law

The internal laws of the State of Florida will exclusively govern the application, construction, validity, interpretation, and enforcement of these Terms and all matters based upon, arising out of, or relating to these Terms, the transactions between or among the Parties that these Terms contemplate (including your use of the Services), or any disagreement, controversy, cause of action, claim, or other dispute between or among any of the Parties based upon, resulting from, arising out of, or relating to these Terms or the Services. The Parties intend that the rights and remedies provided to each of them under these Terms be fully enforceable for their respective benefit, whether any such right or remedy would be enforceable under the laws, or by the courts, of any other jurisdiction other than the State of Florida.

31    Submission to Jurisdiction

Each Party hereby submits for it and its property to the exclusive jurisdiction of the courts sitting in the city of Miami and county of Dade in the State of Florida (the “Designated Venue Locale”), and any appellate court therefrom (collectively, the “Designated Courts”) over all Excluded Claims and all Designated Claims that any court of competent jurisdiction finds cannot be resolved pursuant to and accordance with Section 27(“Dispute Resolution”). Each Party hereby waives any right such Party may have to bring any Designated Proceeding in any jurisdiction other than the State of Florida or in any court other than a Designated Court. Each Party hereby waives any right such Party may have to plead or make any objection to any Designated Court based on improper venue or forum non conveniens. Each Party hereby waives any right such Party may have to plead or make any claim that any Designated Proceeding brought in any Designated Court has been brought in an improper or otherwise inconvenient forum. Each Party hereby waives any right it may have to plead or make any claim that any Designated Court lacks personal jurisdiction over such Party. Any final governmental order in any Designated Proceeding will be conclusive as to all Parties. Each Party may enforce any final governmental order in any Designated Proceeding in other jurisdictions by suit on the judgment or in any other manner applicable law provides. If a Party cannot under applicable law enforce a final governmental order in any Designated Proceeding in another jurisdiction by suit on the judgment, then, notwithstanding the first sentence of this section, such Party may bring such Designated Proceeding before the appropriate courts of such jurisdiction, and each Party hereby submits for it and its property to the jurisdiction of such courts for purposes of such Designated Proceeding.

32    Jury Trial Waiver

Each Party hereby acknowledges that any Excluded Claim or Designated Claim that any court of competent jurisdiction finds cannot be resolved pursuant to and accordance with Section 27 (“Dispute Resolution”) is likely to involve complicated and difficult factual and legal issues. Accordingly, each Party hereby waives any right such Party may have to trial by jury in any Designated Proceeding.

33    Enforcement Costs

If we obtain a final and binding judgment against Customer in any Designated Proceeding, Customer will, in addition to payment of any damages required by such judgment, promptly and in any event within ten business days reimburse us for all reasonable out-of-pocket expenses, including reasonable attorneys’ fees, we incurred in connection with such Designated Proceeding.

34    Limitation of Time to File Claims

Any cause of action or claim you may have based upon, arising out of, or relating to these Terms or the Services or any other Provider Property must be commenced within one year after the cause of action accrues, otherwise such cause of action or claim is permanently barred.

35    Electronic Communications

All communications between you and us will take place by electronic means, including email and communication functionality built into(including our ability to post notices on or through) the Services. For contractual purposes, you consent to receive communications from us in electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide you electronically satisfy any requirement that such communications be in writing. The foregoing does not affect your statutory rights, including those under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001et. seq.).

36    Entire Agreement

Except as these Terms otherwise expressly provide, these Terms and our Privacy Policy constitute the final, entire, and exclusive agreement between the Parties with respect to the Services and other Provider Property and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto.

37    Modifications

We reserve the right to amend, restate, supplement, or otherwise modify these Terms at any time and from time to time in our sole discretion (in each case, a “Modification”). Whenever we make a Modification, we will post it on this page and indicate the effective date of such Modification at the bottom of these Terms. In certain circumstances, we may send you an email notifying you of a Modification or ask you expressly to agree to such Modification. You should regularly check this page for notice of any Modification. Your or, if you are Customer, your Authorized Users’, continued use of the Services or any other Provider Property following any Modification constitutes your acceptance of such Modification and you will be legally bound by these Terms as modified by such Modification. If you do not accept any Modification, you must immediately stop using the Services and all other Provider Property.

38    Waiver

No failure to exercise, and no delay in exercising, on the part of either Party, any right, power, or remedy under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or remedy under these Terms preclude further exercise thereof, or of any other right, power, or remedy under these Terms. No waiver of any term of, or breach of, or default or misrepresentation under or in connection with, these Terms will be binding upon or enforceable against any Party unless such waiver is inwriting, expressly refers to these Terms and identifies in reasonable detail the subject term, breach, default, or misrepresentation, and is signed by the Party to be bound by such waiver.

39    Assignment and Delegation

No Party may or will assign or otherwise transfer its rights or delegate or otherwise transfer its obligations under or in connection with these Terms, whether voluntarily, involuntarily, by operation of law, or otherwise. Any attempted assignment, delegation, or other transfer in violation of this Section 39 will be void. No assignment, delegation, or other transfer will relieve the assigning, delegating, or transferring Party of any of its obligations under or in connection with these Terms. Notwithstanding the immediately preceding two sentences, we may assign or otherwise transfer without notice to you or your consent all or any part of our rights or delegate or otherwise transfer all or any part of our obligations under or in connection these Terms to any of our affiliates, to the acquirer of all or substantially all our assets, or to any successor in interest pursuant to any merger, consolidation, or other business combination to which we are a party.

40    Version and Effective Date

These Terms were adopted as Version 2.0 on, and effective as of, January 31, 2023 (“Effective Date”), and amend, restated, and replace in their entirety all previous versions of our customer and user terms and conditions of service.