End User Services Agreement Terms and Conditions

Icehook Systems LLC, a Delaware limited liability company (“Icehook”, “we”, “our”, or “us”) provides its “Scout” service, its components, and output (the “Service”) to you pursuant to the following terms and conditions.

1. General Rules.

1. By using the Scout Service, you agree to abide by all of the terms and conditions of these terms of service (the “Agreement”) between you and us. We may change, add, or remove portions of these terms of service at any time, which shall become effective immediately upon posting. It is your responsibility to review these terms of service prior to each use of the Service and your continued use of the Service shall acknowledge your agreement to any changes.

2. We may change, suspend or discontinue any aspect of the Service at any time, including the availability of any feature, database, or content. Whenever possible and practicable, we will provide you at least 30 days’ notice of the change. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

2. Grant of Limited License. The Service and the Scout name are proprietary to us and our affiliates or licensors and are protected by U.S. and international copyright laws. You have no rights to the Service or the data, or any enhancements or modifications thereto, except as expressly granted hereunder. Subject to your compliance with all of the terms and conditions of this Agreement, and in consideration of your promises reflected herein and your payment of related fees and taxes, we grant to you a limited, revocable, non-exclusive, non-assignable and non-transferable license and right, subject to the restrictions listed below, to use the Service in accordance with this Agreement. All rights to use and the licenses granted herein are without the right to sublicense. We, and our affiliates and licensors, reserve all rights not expressly granted to you in this Agreement.

3. Plan Types, Queries, and Fees.

1. You agree to pay us in accordance with the Service plan for which you signed up for with us. In the event you have elected automatic renewal, you agree that we may charge your credit card in advance of each billing period unless cancelled. If you subscribe to the Service through a third party marketplace, you may be charged according to the terms with the third party. To the extent the terms regarding fees, payment, contract renewal, and contract term of third party marketplace from which you subscribed to the Service conflict with the terms of this Agreement, the third party marketplace agreement shall control.

2. You shall pay all fees and charges incurred through your account with the third party marketplace vendor at the rates in effect for the billing period in which such fees and charges are incurred. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Service through your account. Prices are in U.S. dollars and are subject to change. Other restrictions and taxes may apply.

4. Terms of Sale.

1. Processing and Payment. We, or the third party partner from whom you access the Service, will process your purchase as promptly as possible. There may be a delay in the activation of the Service while payment details are verified. We reserve the right to reject any order or purchase at any time. Unless specified otherwise in our cancellation policy, all charges are non-refundable. To enable payment for the Service, we, or our third party partners, collect and store name, address, telephone number, email address, and credit card information. This information will be shared with third parties, including those who help to complete the purchase transaction by processing credit card payments. The information you provide to us in connection with billing and payment will be handled in accordance with our privacy policy.

2. Pricing. When you purchase access or a subscription to Scout, the price will be made clear during the order process. You agree to pay the price that is stated at the time of your order, as well as any applicable taxes. You also agree to the billing frequency stated at the time of your order. Applicable taxes may vary. We are not able to notify you in advance of changes in applicable taxes. All prices are in United States Dollars. We reserve the right to change prices at any time. We will notify you in advance if the regular rate of your Scout plan changes from what was stated at the time of your order. You will have the opportunity to accept the new price or cancel your subscription or purchase from that point forward. If you believe someone else has used your account or you are being charged for a product you do not have, please contact your third party marketplace representative.

3. Third Party Billing. As applicable, you will be billed via our third party marketplace vendor in accordance with the terms you agreed to with that vendor. We are not liable to you for any claims related to purchases made through third parties. Please contact the third party directly

5. Cancellation Policy.

1. Cancellation of Plans. You may change or cancel your Service plan subscription at any time. When you cancel a Service plan subscription, you cancel only future charges associated with your plan or subscription.

2. Changes to the Service or Access. We reserve the right to make changes to Scout at any time. If we temporarily reduce or eliminate the charge for access to the Service that you currently pay for under different terms, you will not receive a refund.

3. Cancellations by Us. We reserve the right to suspend or terminate your access to the Service for any reason, with or without notice and without further obligation. You will not be entitled to a refund in these circumstances. If Scout is temporarily unavailable, you will not receive a refund though we reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

6. Restrictions on Use of the Service and Data.

1. General Use Restrictions. The limited license and rights to use the Service hereunder is subject to the following restrictions:

   1. You may not use the Service or output from the Service in a manner that competes (directly or indirectly) with Icehook or the Service;

   2. You shall not falsify or alter any unique identifier assigned to you, or otherwise obscure or alter the source of queries to the Service;

   3. You shall not reproduce, modify, distribute, decompile, disassemble, or reverse engineer any portion of the Service;

   4. You shall not violate or attempt to violate the security of Scout;

   5. You shall not transmit or otherwise make available any material that contains a software virus or any other computer code, files, or programs designed to: (a) interrupt, destroy, or limit the functionality of any equipment (including software and hardware), or (b) spy on the activities of others;

   6. You shall not use the Service or the information provided other than on an “as is” basis and pursuant to the terms of this Agreement;

   7. You shall not use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service, or permit any third party to do the same;

   8. You shall not violate any state or federal laws, rules, regulations, and you shall not violate any terms or conditions of Service imposed by us; or

   9. You will not have any right, title, or interest to any data contained within any database associated with the Service.

2. Data Use Restrictions. The end user of the data (whether it is you or an end user) may not:

   1. Publish, offer, sell, license, transmit, distribute, or reproduce the Service via any means;

   2. use the Service in violation of any applicable law, rule, or regulation or in violation of any third party right;

   3. Make use of the Service or store the Service output for purposes other than your own internal business purposes, which shall not (directly or indirectly) compete with Icehook or the Service;

   4. Merge the Service or information with databases or compilations for purposes other than your own internal business purposes; or

   5. Use the Service to determine eligibility for credit, insurance, employment or another purpose under the FCRA.

7. Representations and Warranties. You represent and warrant that:

1. Your performance under this Agreement and use of Scout: (i) shall comply with all applicable laws, rules and regulations; and (ii) shall not violate any third party rights;

2. You are authorized to enter into this Agreement;

3. Your entry into this Agreement shall not violate any outstanding obligation you have to any third party; and

4. You shall use Scout strictly in accordance with the limitations set forth in this Agreement and Icehook’s direction.

8. Termination. Scout may, in its sole discretion, terminate or suspend your access to all or part of the Service for any reason, including, without limitation, breach or assignment of these terms of service. If your account is terminated for breach hereunder, you will not receive any refund for payments already made by you as of the date of termination and you will bear all costs of such termination, including any remaining monthly minimum amounts due and the reasonable costs Scout incurs in closing your account. In addition, you will pay any and all costs and expenses incurred by Scout to enforce your compliance with this Agreement, including Scout’s attorneys’ fees. We may delete all or part of the information related to you that has been uploaded or otherwise delivered to Icehook in connection with your use of the Service.

9. Accounts and Security.

1. Account Creation. In order to access Scout, you may access the Service through a third party marketplace and that marketplace user account. As part of the account creation process, you may need to create login credentials by selecting a password, providing an e-mail address, and answering all inquiries required. You agree: (i) that the registration data that you provide will be true, accurate, current and complete at the time you provide it; (ii) to maintain and update such registration data to keep it true, accurate, current and complete; and (iii) that Scout or its third party marketplace provider may contact you and require you to confirm some or all of your registration data before using or continuing to use the Service. We reserve the right to terminate the rights to use and the limited licenses granted hereunder and to refuse to provide you with any and all current or future use of Scout if, in our sole discretion, we determine or are of the opinion that any of your registration data is, or, appears to be, untrue, inaccurate, not current or incomplete.

2. Account Security. You are responsible for maintaining the confidentiality of your account credentials, including your password, API key, and secret key, and you shall be responsible for all activities, charges or liabilities that occur from your account, whether or not authorized by you. You must immediately notify the third party marketplace vendor of any unauthorized use of your Account, login credentials, or any other breach of security of which you become aware by emailing us. We will not be liable for any loss or damage arising from your failure to comply with this section. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies.

3. You must be 18 years of age or older to create an account, access the Service, or use the Service.

10. Information.

1. Security and Privacy. To prevent unauthorized access, maintain data accuracy and ensure the appropriate use of information, we have put in place commercially reasonable physical, technical and administrative controls to protect your information. Please note that no method of transmission over the Internet, or method of electronic storage, is 100 percent secure. Any information you provide to us, including registration data, is governed by our Privacy Policy. Please read it carefully to understand our information collection and use practices before using the Service. Also, please note that we may share information when we have a good faith belief that doing so is necessary to comply with applicable law, to respond to a legal process, such as a subpoena, or to help prevent the loss of life or serious injury of anyone.

2. Feedback. Any comments or materials sent to us, including, but not limited to, queries, ideas, questions, suggestions, feedback or the like is non-confidential and shall become our sole property. We shall have no obligation to you of any kind, monetary or non-monetary, with respect to such feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from, and distribute the feedback to others without limitation or obligation.

11. Disclaimer, Limitation of Liability, Indemnification.

1. Disclaimers. Scout does not represent or endorse the accuracy or reliability of any data or other information displayed, uploaded, or distributed through the Service. The Service and information obtained are distributed on an “as is” and “as available” basis without warranties of any kind. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ICEHOOK AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF ICEHOOK IS ADVISED OF SUCH PURPOSE), AND IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE. WITHOUT LIMITING THE FOREGOING, NEITHER ICEHOOK NOR ANY OF ITS AFFILIATES OR LICENSORS, NOR ANY OF THEIR OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY, THE “PROVIDERS”) REPRESENT OR WARRANT (I) THAT SCOUT WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE OR ERROR FREE; (II) THAT SCOUT WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, RESPONSIVE OR SECURE; (III) THAT ANY DEFECTS WILL BE CORRECTED, OR THAT SCOUT WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL PROPERTIES; (IV) THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY DATA OR MATERIALS AVAILABLE ON OR THROUGH SCOUT (V) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; OR (VI) THAT SCOUT OR THE DATA IS NON-INFRINGING. NO INFORMATION OR ADVICE PROVIDED ON OR BY SCOUT, BY ICEHOOK, OR BY ICEHOOK’S EMPLOYEES OR AGENTS, SHALL CREATE ANY WARRANTY. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU EXPRESSLY AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR (A) ANY DAMAGE, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE, AND (B) FOR ANY DISCLOSURE OF INFORMATION THAT YOU UNDERTAKE WHILE USING THE SERVICE OR THE DATA. Some states do not allow the exclusion of certain warranties. Accordingly, some of the above limitations and exclusions may not apply to you.

2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ICEHOOK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICE, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, THE SERVICE; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR ACCOUNT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY EXCEED THE GREATER OF ONE HUNDRED FIFTY U.S. DOLLARS (U.S. $150.00) OR THE AMOUNT YOU PAID THE COMPANY, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and exclusions may not apply to you.

3. Indemnification Obligations. You agree to hold harmless, defend, and indemnify Icehook from all liabilities, claims, demands and expenses, (including, but not limited to, reasonable attorneys’ fees), that are due to, arise (by any party) from or otherwise relate to your use or misuse of the Service including, without limitation, any actual or threatened suit, demand or claim made against Icehook that arises out of or relates to: (i) any intellectual property rights or other proprietary rights of any third party; (ii) your breach of this Agreement; or (iii) your use of the Service. Icehook may assume exclusive control of any defense of any matter subject to indemnification by you, and you agree to cooperate with Icehook in such event.

12. Miscellaneous.

1. Third Party Links. Icehook may, as a convenience to its users, make links to third-party web sites or resources available on or through our web site or the Service. Icehook is not responsible in any way for, and does not make any representation, warranty or guarantee regarding any third party web sites and resources which may be accessed through us. In addition, Scout does not endorse or adopt, and is not responsible or liable for: (i) any content, advertising, goods or services, or other materials available on or from such web sites or resources; or (ii) any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, goods, services or other materials on or available from such websites or resources.

2. Copyright Notice. All content included on our web site and in the Service, including, but not limited to, any text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Icehook or its content suppliers and is protected by United States and international copyright laws. The compilation of all content on this web site is the exclusive property of Icehook and protected by U.S. and international copyright laws. The Service is also a copyrighted work(s) of Icehook. Any rights not expressly granted herein are reserved by Icehook.

3. Time Limitation on Claims and Causes of Action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or your use of the Service must be filed within one (1) year after such claim or cause of action arose. Any claim not filed within the foregoing one (1) year period shall be forever barred.

4. Waiver, Severability and Assignment. Icehook’s failure to enforce a provision is not a waiver of its right to do so later. If any provision of these terms of service is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. You may not assign any of your rights under these terms of service, and any such attempt will be void. Icehook may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with, the Service.

5. Governing Law, Venue. This Agreement and your use of the Service shall be governed by and construed in accordance with, the laws of the state of New York as they apply to agreements made and solely performed therein. You irrevocably consent and waive all objections to personal jurisdiction and venue in the state and federal courts located in the county in which Icehook has its principal place of business, for any action arising out of or relating to this Agreement, the Service, or Icehook. You shall not commence or prosecute any suit or action except in the foregoing courts.

6. Publicity. By using the Service, you grant to Icehook a limited, non-exclusive, revocable, non-sub-licensable and non-transferable license and right to use your name, logos, service marks, trademarks and/or trade names in our promotional and marketing materials for the sole purpose of identifying you as a customer of the Service and Icehook.

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