Terms and Conditions of Service

Please read these Terms and Conditions of Service ("Terms") carefully. By accessing or using the websites, Services, Company Platform and other products or services of Crystal Tech Solutions, Inc. ("Company," "we," or "us"), Client, on behalf of itself and its Authorized Users ("Client" or "you"): (a) agrees to be bound by these Terms and all terms incorporated by reference in their entirety; and (b) if Client is a corporation or other legal entity, (i) you have the right, power and authority to enter into these Terms on behalf of yourself and your Authorized Users and (ii) you shall be solely responsible for each of your Authorized Users' compliance with these Terms. Company provides the Services solely on the terms and conditions set forth in these Terms, any one (1) or more underlying agreements between you and Company (the "Agreement"), and our Privacy Policy, and, provided, that you, on behalf of yourself and your Authorized Users, accepts and complies with the same. If you or any of your Authorized Users do not agree to all these Terms, Client and/or such Authorized User(s) shall immediately cease any further access to or use of the Services.

For information on how we collect, use and disclose information from our Authorized Users, please visit our Privacy Policy available at https://www.getcrystal.com/pages/privacy-policy, which is incorporated herein by reference. By using the Services, Client hereby consents, on behalf of itself and its Authorized Users, to certain processing activities conducted by Company in accordance with the terms of its Privacy Policy. Client further represents and warrants that it has obtained, to the extent required, all necessary authorizations, consents and permissions from its Authorized Users and Client's customers to collect, share and disclose such Authorized Users' personal information to Company and its sub-processors, for purposes of conducting the activities and providing the Services contemplated in these Terms, the Agreement and our Privacy Policy.

Company reserves the right to change or modify these Terms and/or our Privacy Policy at any time without advance notice and in our sole discretion, and any such changes will be applicable to all subsequent access to, or use of, the Services. If Company makes changes to these Terms, we will update the "Last Revised" date in these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your use of the Services. If you and/or any Authorized User do not agree to any amended Terms, you must immediately stop using or accessing the Services.

Client will pay Company the Fees set forth in the Agreement or the Statement of Work, as applicable, which Company will invoice in arrears on a [monthly] basis. Company reserves the right to adjust Fees on an [annual] basis. Unless specified in the applicable Statement of Work, upon invoice from Company, Client will reimburse Company for all reasonable expenses incurred by Company while performing the Services and/or Professional Services, as applicable.

Unless otherwise provided in the Statement of Work, the Fees shall become due and payable, and Client will promptly pay, [upon receipt of Company's invoice] by means of electronic funds transfer using Automated Clearing House (ACH). Client and Company will enter into the necessary payment authorizations forms to enable payments by Client via ACH. All payments pursuant to the Agreement: (a) are nonrefundable unless otherwise expressly stated in the Agreement; (b) will be made in U.S. Dollars; and (c) are exclusive of taxes and duties, which will be paid solely by Client (other than taxes based on Company's net income). Company may assess a late charge of the lesser of 1.5% per month or the maximum rate allowed under applicable law for all late payments. Client will reimburse Company for all costs and expenses (including reasonable attorneys' fees) incurred by Company in collecting any past due amounts.

Client acknowledges and agrees that Company owns and retains all right, title and interest in and to the Services, Documentation, Company Platform, Feedback, Analytics Data and any improvements, modifications, enhancements or derivatives of the foregoing, all work product (including any software) and deliverables created under any Statement of Work, and all Intellectual Property Rights relating to any of the foregoing. Client agrees to and hereby assigns to Company any and all Intellectual Property Rights that it may acquire in the Services and/or Professional Services. Except for the limited license expressly granted in the Agreement, no other rights are granted to Client. Client acknowledges that the Services and Professional Services constitute Confidential Information and trade secrets of Company, whether or not any portion thereof is or may be the subject of a valid copyright or patent.

Client owns and retains all right, title and interest in and to Client Data and all Intellectual Property Rights therein.

Notwithstanding anything to the contrary in the Agreement, Client expressly acknowledges, agrees and authorizes Company to aggregate and de-identify Client Data and generate Analytics Data. Without limiting the generality of the foregoing, Client authorizes Company to: (a) generate, collect, store, use, transfer and/or disclose to Analytics Data third parties; (b) use Analytics Data to monitor, improve and support the Services; (c) design, develop and offer Company products and services that incorporate Analytics Data; and (d) use Analytics Data for any other commercial purpose. Company owns and retains all Intellectual Property Rights in and to Analytics Data, and no rights are granted to Client, whether express or implied, in or to any Analytics Data.

Client may, from time to time, provide suggestions, enhancements, recommendations, requests for features or functionality, comments or other feedback ("Feedback") to Company regarding the Services. Client hereby acknowledges and agrees that any and all such Feedback shall be the sole and exclusive property of Company and Client hereby assigns to Company any and all Intellectual Property Rights in and to the Feedback.

The parties acknowledge that each party may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential by the receiving party ("Confidential Information"). Confidential Information excludes Client Data, which is subject to the protections and limitations in the Agreement. Each party agrees that if a party is exposed to or receives the other party's Confidential Information, the receiving party: (a) will protect Confidential Information from unauthorized disclosure using at least a reasonable degree of care; (b) will not disclose Confidential Information to any third party (provided that Company may disclose Client's Confidential Information to any of its affiliates or to any contractor bound by confidentiality obligations at least as protective as those contained in the Agreement as is necessary for the provision of Services); and (c) will use the Confidential Information solely for the purpose of performing or exercising its rights under the Agreement. Client will not disclose the terms or conditions of the Agreement, including any Fees, to any third party. Notwithstanding the foregoing, the receiving party may disclose Confidential Information or portions thereof obtained from the disclosing party to the receiving party's directors, officers, employees, owners, shareholders, members, managers, agents and advisors (including, without limitation, financial advisors, counsel and accountants) (collectively, "Representatives") who need to know such information in connection with the purpose of the Agreement, it being understood that the receiving party will inform its Representatives of the confidential nature of the Confidential Information and cause them to agree to be bound by the confidentiality obligations established by these Terms.

A party will not be liable for disclosure or use of any information which: (a) becomes publicly available other than by a breach of these Terms or the Agreement; (b) is rightfully received from a third party without any obligation of confidentiality with respect to any such information so disclosed; (c) is known to the receiving party at the time of disclosure, as can be reasonably demonstrated by such party's records; or (d) is independently developed by the receiving party without use or reference to the disclosing party's Confidential Information. A party may disclose Confidential Information of the disclosing party if required by law or court order; provided, that the receiving party promptly notifies the disclosing party (to the extent legally permissible) of such legally compelled disclosure, and upon request, reasonably cooperates with the disclosing party to limit the scope of disclosure and/or obtain a protective order.

After any expiration or termination of the Agreement, upon request from the disclosing party, the receiving party will, within thirty (30) days of such request, return or destroy (at disclosing party's reasonable direction) all materials or media containing any Confidential Information of the disclosing party, including all copies thereof, and will certify in writing to the disclosing party that all such Confidential Information has been returned or destroyed, except as may be retained by Company's disaster recovery archival system, automatic back-ups made in the course of performing the Services or as otherwise permitted or required by applicable law; provided, that, any such Confidential Information that is retained will remain subject to the confidentiality obligations set forth in this Section 5.

Company and Client expressly acknowledge and agree there may be no adequate remedy at law for the breach or threatened breach of this Section 5, and that in such event, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

Subject to the limitations of liability, Company agrees to defend, at its own expense, with legal counsel of its choosing, any third-party suit or action brought against Client based upon a claim that the Services directly infringe or misappropriate the U.S. Intellectual Property Rights of a third party ("IP Claim"); provided, that Company is promptly informed in writing and furnished a copy of each communication, notice or other action relating to the IP Claim and is given authority, information and assistance necessary to defend or settle such IP Claim; and, provided further, that Company shall have no liability hereunder in the event any such claim arises out of Client's: (a) access to or use of the Services other than in accordance with the terms of the Agreement, the Documentation or these Terms; (b) access to or use of the Services with software or equipment not provided to Client by Company; (c) Client's failure to use corrections, updates, modifications or enhancements that are made available by Company; or (d) designs or specifications provided by, on behalf or at the direction of, Client that are a cause of the IP Claim, including, without limitation, any Integration Data or other third-party integrations. Subject to the limitations of liability, Company will indemnify Client and its officers, employees and agents, and pay all damages and costs finally awarded by a court of competent jurisdiction against Client as a result of such IP Claim.

If an IP Claim occurs, Company may, at its sole option and expense: (a) procure for Client the right to continue using the allegedly infringing component of the Services; (b) replace or modify such allegedly infringing component so that it becomes non-infringing, so long as the functionality of the Services is not materially and adversely affected; or (c) terminate the applicable Statement of Work and Services provided thereunder, and refund to Client a pro rata portion of the prepaid Fees based upon the unused portion thereof as of the effective date of termination.

Client agrees to indemnify, defend and hold harmless Company and its directors, officers, employees and agents, harmless against any damages, liabilities, losses, costs or expenses (including reasonable attorneys' fees, court costs and expenses) based upon any claim: (a) alleging that any Client Data infringes or violates any third-party right, including, but not limited to, Intellectual Property Rights, privacy rights or publicity rights; (b) arising from Client's breach of any of its obligations in the Agreement or these Terms; (c) resulting from the occurrence of any of the exclusions set forth in Section 6.1(a)-(d); or (d) arising in connection with the operation of Client's business.

To receive these indemnities, the party seeking indemnification must promptly notify the other party in writing of such a claim and provide reasonable cooperation (at the indemnifying party's expense) and tender full authority to defend or settle such claim. The indemnifying party shall promptly assume the other party's defense. Neither party has any obligation to indemnify the indemnified party in connection with any settlement made by the indemnified party without the indemnifying party's written consent. The indemnified party has the right to participate at its own expense and with its own legal representation.

Company represents and warrants that it: (a) has the right to enter into the Agreement; and (b) will provide the Services and Professional Services in a professional and workmanlike manner. Company's sole obligation, and Client's sole and exclusive remedy, in the event Client notifies Company of any breach of the foregoing warranty with respect to Professional Services, will be for Company, at its sole option, to correct the work such that it materially conforms with the Agreement and/or the applicable Statement of Work or refund amounts paid for such Services or Professional Services, as applicable.

The Agreement, each Statement of Work and these Terms constitute the entire understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, understandings and agreements. In the event of any conflicts or inconsistencies between the terms of these Terms, the Agreement and the Statement of Work, such conflict or inconsistency shall be resolved in the following order of precedence: (1) these Terms; (2) the Agreement; and (3) the Statement of Work.

If a court finds any term of the Agreement or these Terms to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties' intent, and the remainder of the Agreement or Terms, as applicable, will remain in full force and effect.

Either party's delay or failure to exercise any right under the Agreement or any law does not mean a party waives that right or any other rights under the Agreement in the future. No waiver of any provision of the Agreement, or any rights or obligations of either party under the Agreement, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.

Each party is excused from performance of the Agreement (other than for any payments due from Client) and will not be liable for any delay in whole or in part caused by a Force Majeure Event.

Nothing contained in the Agreement will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.

These Terms will be governed in all respects in accordance with the laws of the State of Illinois, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Client expressly agrees that federal and state courts located in Chicago, Illinois will have exclusive jurisdiction over any action or claim arising out of or relating to these Terms. Each party expressly consents to personal jurisdiction in any such court and hereby irrevocably waives any objection to or claim of lack of jurisdiction or forum non conveniens.

In the event of any dispute arising hereunder the Agreement, the non-prevailing party will reimburse the prevailing party for all costs and expenses (including reasonable attorneys' fees) incurred by the prevailing party.

The headings of these Terms and the Agreement are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to."

All notices under the Agreement must be in writing and will be deemed to have been duly given upon: (a) personal delivery; (b) three (3) days after sending via certified, registered mail or deposit with a recognized courier; or (c) receipt of email sent to the email address on the signature page to the Agreement. Company may also provide Client notices by posting to Client's account (which notices will be deemed to have been received immediately upon receipt), except that any email notices from Client regarding any dispute, breach, termination or indemnification request must be promptly followed by written notification to Company by personal delivery or postal mail to be deemed effectively given and received.

Upon any expiration or termination of the Agreement, all rights granted to Client under the Agreement and Company's obligations will immediately cease; provided, that in addition to Section 9.4 of the Agreement, the following provisions of these Terms will survive: Sections 1 (General; Acceptance of Terms), 2 (Definitions), 4 (Intellectual Property Rights), 5 (Confidentiality), 6.3 (Client Indemnity), 7.2 (Disclaimers), 8 (Limitation of Liability) and 9 (General Provisions).