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Ouvos Technologies, LLC

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USER ACCESS TERMS

OUVOS USER ACCESS TERMS

Binding Agreement

Please carefully read these User Access Terms (the “Access Terms”) that govern your or your company’s

(“you”) use of, and access to, this platform and any and all content, software, hardware, data,

information, and materials contained therein or accessible through this platform (collectively, the

“Platform”).

BY USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND

THESE ACCESS TERMS, AND AGREE TO BE BOUND BY ALL OF THEM, AS EACH MAY BE AMENDED OR

SUPPLEMENTED FROM TIME TO TIME BY OUVOS TECHNOLOGIES, LLC (collectively, “Ouvos,” “we,” “us,”

or “our”) IN ACCORDANCE WITH THESE ACCESS TERMS.

Except as otherwise expressly authorized by us in writing, the Platform is strictly intended for access and

use only by authorized users or other authorized licensees (together, the “Authorized Users”).

Do not access or use the Platform unless you are an Authorized User. By doing so, you represent and

warrant that you are an Authorized User and are not prohibited from accessing the Platform by U.S. or

other applicable law or agreement. The Platform is not intended to be used by children without

involvement and approval of a parent or guardian. If you are under the age of 13, you are not permitted

to use the Platform or provide your personal information to Ouvos. If you are at least 13 and under 18

years of age (or under the applicable age of majority in your state or territory of residence), you may

register with Ouvos only if you have the consent of your parent or guardian, including consent to these

Access Terms on your behalf.

Intellectual Property Rights, Use

You acknowledge that the Platform is provided under license, and not sold, to you. You do not acquire

any ownership interest in the Platform under these Access Terms, or any other rights to the Platform

other than to use the Platform other than as specified under these Access Terms, subject to all terms,

conditions, and restrictions. Ouvos and its licensors reserve and shall retain their entire right, title, and

interest in and to the Platform and all intellectual property rights arising out of or relating to the

software, subject to the rights expressly granted to you in these Access Terms. All title and ownership

rights in and to the Platform (including but not limited to any images, photographs, video, audio, or text

embedded in the Platform), the intellectual property embodied in the Platform, and any trademarks or

service marks of Ouvos that are used in connection with the Platform are and shall at all times remain

exclusively owned by Ouvos and its licensors. All intellectual property rights in and to all content

included on the Platform, such as text, graphics, logos, button icons, images, audio clips, photographs,

illustrations, digital downloads, data, data compilations and software, and the compilation (including the

collection, selection, assembly, and arrangement) of such materials is the property of Ouvos or its

licensors or content suppliers, and are protected by copyright, trademark, and other laws in the United

States and other jurisdictions.

You agree not to:

(a) license, sublicense, rent, lease, lend, host, sell, resell, transfer, assign, distribute, or

otherwise commercially exploit or make available to any third party the Platform (or any part of

them) in any way;

(b) modify, alter, tamper with, or make derivative works based upon the Platform;

(c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source

code or underlying ideas or algorithms of the Platform or access the Platform; copy or

reproduce all or any part of the Platform except as expressly permitted in these Access Terms;

(d) remove any titles or trademarks, copyrights, or restricted rights notices in the Platform;

(e) submit or transmit through the Platform any material, or otherwise engage in any

conduct that: (i) violates or infringes the rights of others including, without limitation, patent,

trademark, trade secret, copyright, publicity, or other proprietary rights; (ii) is unlawful,

threatening, abusive, obscene, harassing, defamatory, libelous, deceptive, fraudulent, invasive

of another’s privacy, tortuous, or content that otherwise could reasonably create liability for

Ouvos, its affiliates or subcontractors similar to the foregoing, through the Platform;

(iii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the

basis of religion, gender, sexual orientation, family status, race, ethnicity, age, disability, or

otherwise; (iv) contains viruses or any other malicious computer code, files, or programs that

interrupt, destroy, or limit the functionality of the Platform or any Ouvos computer software or

hardware or telecommunications equipment or otherwise permit the unauthorized use of a

computer or computer network; (v) encourages unlawful conduct; (vi) violates these Access

Terms, guidelines, or any policy posted on the Ouvos website; or (viii) interferes with or disrupt

the Platform, the data contained in or collected by the Platform, or networks connected to the

Platform;

(f) use the Platform in any manner that could damage, disable, overburden, or impair

Ouvos’s servers or networks or those of any network provider to which the Platform may

connect;

(g) attempt to gain unauthorized access to any services, Ouvos accounts, computer

systems, or networks through hacking, password mining, or any other means. Ouvos may take

legal and technical remedies to prevent violation of this provision and to enforce these Access

Terms; and

(h) access or use the Platform (i) in a way intended to avoid incurring fees or exceeding

usage limits or quotas; (ii) for timesharing, outsourcing, utility or service bureau purposes or

otherwise for the benefit of a third party; (iii) in any way that is prohibited by these Access

Terms or by law, governmental order, or decree or that violates the rights of others; (iv) to try to

gain unauthorized access to or disrupt any service, device, data, account, or network; (v) to

spam or distribute malware; (vi) in a way that could harm the Platform (or any other cloud

services provided through a cloud vendor’s platform) or impair anyone else’s use of them;

(vii) in any application or situation where failure of the Platform could lead to the death or

serious bodily injury of any person, or to severe physical or environmental damage; (viii) in any

manner inconsistent with, or that would cause Ouvos to breach, any agreements in respect of a

cloud vendor service; or (ix) to make all or any part of the Platform available to any third party.

Waiver of Liability

You agree and acknowledge that you:

(a) have voluntarily chosen to use the Platform in connection with riding a bicycle (the

“Activity”), and have full knowledge of the risks that the Activity presents;

(b) willingly agree to comply with any terms and conditions required by Ouvos for your

participation in the Activity, and, additionally, that you agree to observe and obey all applicable

laws and all posted rules and warnings, whether posted publicly (e.g., a stop sign) or in the

Platform, during the performance of the Activity, and further agree to follow any and all

instructions provided by Ouvos, or its employees, representatives, or agents;

(c) in recognition of inherent risks associated with the Activity, assume full responsibility for

personal injury to yourself or your property, and that, in consideration for Ouvos’s providing

services and/or resources to enable your participation in the Activity, you hereby agree that

neither you nor your child, spouse, or assignees, heirs, distributes, guardians, or legal

representatives will make a claim against, sue, or attach any of the property of Ouvos for

property damage, bodily injury or death resulting from your performance of the Activity, use of

any goods or services of Ouvos, or presence upon the facilities of Ouvos; whether caused by the

fault of yourself, Ouvos, or any other third party;

(d) agree to pay for any and all damages to the goods or facilities of Ouvos caused by your

negligence, reckless, or willful actions during the performance of the Activity;

(e) understand that your participation in the Activity is completely voluntary and that

Ouvos has relied upon these Access Terms in agreeing to allow your participation in Activity; and

(f) acknowledge that you have carefully read these Access Terms and fully understand that

you are voluntarily surrendering legal rights for personal injury or property damage, and accept

these Access Terms freely and without inducement by signing below.

Materials

The materials contained in or available through the Platform include items that are proprietary and

include our trade secrets that are not authorized for general distribution and that have substantial value

due to their contents and secrecy (the “Materials”). In addition to the restrictions set forth in other

agreements, you agree to:

(a) Maintain the security and confidentiality of the Materials any information contained

therein using at least the same standards and safeguards that you use to maintain the

confidentiality of your, your employer’s, and/or your principal’s own proprietary information

and trade secrets, but in no case less than reasonable standards;

(b) Comply with all laws applicable to its use of the Platform including, without limitation,

any applicable data privacy laws and comply, in all material respects, with all regulations,

policies, and procedures of networks connected to the Platform; and

(c) Notify Ouvos at contact@ouvos.com immediately upon discovery or suspicion of any

compromise of the confidentiality or integrity of the Materials or the Platform or any use of the

Materials or the Platform in violation of these Access Terms.

Use of Information

Solely for the purpose of permitting Ouvos (i) to provide you access to the Platform and (ii) to update

and improve the Platform and the services provided through it, you hereby authorize and consent to the

collection, storage, and use, by Ouvos and its affiliates, partners, and agents, of aggregate user

information and data related to or derived from your use of the Platform and any information or data

(including personally identifiable information) that you elect to provide to Ouvos and its affiliates,

partners, and licensors in connection with your use of the Platform (“Information”). Without limiting

the generality of the foregoing, the Information may include, without limitation, user login information

(for license verification purposes and access to the Platform) and the following types of information and

data, in an aggregate (not user level) form, including but not limited to: usage statistics, crash reports,

help requests, patterns, data, and suggestions based on user actions. Notwithstanding the foregoing, in

connection with your use of the Platform, you agree not to provide or disclose to Ouvos and the

Information shall not include any information or data that is personally identifiable to you, except

personally identifiable registration data, which shall be subject to the terms of the Ouvos Privacy Policy

found at https://www.ouvos.com/privacy. Ouvos assumes no obligation to protect confidential or

proprietary information that you elect to provide to Ouvos (other than personally identifiable

information) from disclosure, and Ouvos will be free to reproduce, use, and distribute the Information

(other than personally identifiable information) to others without restriction. Ouvos will also be free to

use any ideas, concepts, know-how, or techniques contained in the Information (other than personally

identifiable information) for any purpose whatsoever including, without limitation, developing,

manufacturing, and marketing products and services incorporating such Information. You agree and

understand that you are responsible for maintaining the confidentiality of passwords associated with

any account you use to access the Platform.

Indemnification

You agree to indemnify, hold harmless, and defend Ouvos and its licensors from and against any and all

claims, lawsuits, and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s

fees), judgments, damages, and other liabilities resulting from such Claims, that arise or result from

(i) your use of the Platform in violation of these Access Terms or (ii) your unauthorized modification of

the Platform.

Accounts and Passwords

Your account on or for the use of the Platform and service will collectively be referred to as the

“Account.” You will be or have been assigned or asked to choose a user name and password or access

code for each Account or for use of the Platform (each, a “Password”). You shall not share your

Password or disclose Passwords to any third parties; provided however, that you may disclose

Passwords to authorized network administrators. You acknowledge and agree that: (a) you shall be

solely liable and responsible for all activities that occur under any of your Accounts or Passwords,

regardless of whether or not your employer or principal has given you authorization to allow others to

access any of your Accounts or use any of your Passwords; (b) Ouvos shall not be responsible for your

failure to comply with these terms and conditions or any loss or damage arising out of, or related to, use

of your Accounts or Passwords by you or anyone other than Ouvos; and (c) Ouvos and/or your employer

and/or principal shall have the right, in its/their sole discretion, to terminate your use of any Password

or Account, and to restrict access to any Account.

Termination and Suspension

The license to use the Platform shall become effective on the date you first accept these Access Terms

by signing below, and shall remain in effect until the license granted to Ouvos’s authorized licensees

expires or earlier terminates. Ouvos and our authorized licensee(s) shall also have the right to

immediately terminate your access to the Platform if you breach any provision of these Access

Terms. Upon such termination, you shall: (i) not have any right to use the Platform and any content

thereof, and (ii) discontinue providing access to and remove all links to the Platform. Ouvos may at any

time suspend your use of the Platform if Ouvos reasonably and in good faith believes you are in violation

of these Access Terms or any applicable laws and/or regulations. You acknowledge and agree that the

Platform may contain disabling code that shall permit Ouvos to terminate and or suspend your access

and/or use of the Platform in accordance with Ouvos’s rights pursuant to these Access Terms. Ouvos

reserves the right to discontinue any component of the Platform, whether offered as a standalone

product or solely as a component, at any time.

Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS PROVIDED BY OUVOS ON AN “AS IS” AND “AS

AVAILABLE” BASIS. OUVOS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR

IMPLIED, AS TO THE PLATFORM TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,

OUVOSDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM

INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

OUVOS AND ITS MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AND/OR LICENSORS SHALL NOT BE

LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,

STRICT LIABILITY OR OTHERWISE, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF OUVOS OR

ANY OF ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING FROM OR IN ANY

WAY CONNECTED WITH THE USE OR RELIANCE ON THE PLATFORM, OR WITH THE DELAY OR INABILITY

TO USE THE PLATFORM, INCLUDING, BUT NOT LIMITED TO DIRECT, GENERAL, INDIRECT, INCIDENTAL,

SPECIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES

FOR LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, WORK STOPPAGE, ACCURACY

OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION. THE PARTIES AGREE THAT THIS LIMITATION

OF REMEDIES AND DAMAGES PROVISION SHALL BE ENFORCED INDEPENDENTLY OF AND SHALL SURVIVE

THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. BECAUSE SOME JURISDICTIONS DO NOT

ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU

TO THE EXTENT OF SUCH EXCLUSIONS.

Waiver

Our failure to exercise or enforce any right or provision of these Access Terms shall not constitute a

waiver of such right or provision.

Assignment

You may not assign, sublicense, subcontract, or otherwise transfer these Access Terms, or any rights or

obligations hereunder, without Ouvos’s prior written consent.

Severability

It is the intent of the parties that the provisions of these Access Terms shall be enforced to the fullest

extent permitted by applicable law. To the extent that the terms set forth in these Access Terms or any

word, phrase, clause, or sentence is found to be illegal or unenforceable for any reason, such word,

phrase, clause, or sentence shall be modified or deleted in such manner so as to afford the party for

whose benefit it was intended the fullest benefit commensurate with making these Access Terms , as

modified, enforceable, and the balance of these Access Terms shall not be affected thereby, the balance

being construed as severable and independent.

Export Regulations

You expressly agree not to export or reexport the Platform to any country, person, entity, or end user

subject to U.S. export restrictions. You specifically agree not to export, reexport, or transfer the

Platform to any country to which the United States has embargoed or restricted the export of goods or

services, or to any national of any such country, wherever located, who intends to transmit or transport

the products back to such country, or to any person or entity who has been prohibited from

participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and

represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has

suspended, revoked, or denied your export privileges.

Force Majeure

Ouvos shall not be deemed in default of these Access Terms if failure or delay in performance is caused

by an act of God, fire, flood, severe weather conditions, denial of service attacks, material shortage or

unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil

disorder, or any other cause beyond the reasonable control of Ouvos.

Survival

Any provisions of these Access Terms containing license restrictions, warranties and warranty

disclaimers, confidentiality obligations, limitations of liability, and/or indemnity terms, and any provision

of these Access Terms that, by its nature, is intended to survive shall remain in effect following any

termination or expiration of these Access Terms.

Changes to Access Terms

Ouvos may revise, modify, or amend these Access Terms at any time. Any such revision, modification,

or amendment shall be effective immediately upon either posting it to the Platform or otherwise

notifying you.

Governing Law

These Access Terms shall be governed by and construed in accordance with the laws of the State of

Delaware without regard to the conflicts of laws provisions thereof. The sole jurisdiction and venue for

actions related to the subject matter of these Access Terms shall be the state and federal courts located

in New York, New York. Each party, on behalf of itself and its affiliates, to the fullest extent permitted by

law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal

proceeding arising out of or relating to these Access Terms or any services provided by Ouvos or its

affiliates. This waiver applies to any action or legal proceeding, whether sounding in contract, tort, or

otherwise. Each party, on behalf of itself and its affiliates, also agrees not to include any employee,

officer, or director of the other party or its affiliates as a party in any such action or proceeding.