Limited Usage

1. This Subscription Service Agreement grants you a limited right to use and access our Subscription Service as described herein. This Agreement does not grant you any ownership interest whatsoever in our Subscription Service or any of our intellectual property whatsoever. This Agreement does not grant you a “license” to any intellectual property whatsoever except as specifically described herein. We retain ownership in any and all intellectual property rights associated with our Website and Subscription Service, including but not limited to any interest sounding in copyright, patent, trade secret, trademark, service mark, or any other common law or statutory law, whether domestic, foreign, or international.

2. You agree to use our Website and Subscription Service only subject to the limitations and restrictions set out in this Section and elsewhere in this Agreement. You agree to ensure your Users abide by each and every limitation set forth in this Section and elsewhere in this Agreement. You will be liable to us for any losses, costs, or other damages we suffer actually and/or proximately caused by or through your or your Users’ breach of any term of this Agreement and will reimburse us and save us harmless for the same. You will proactively and at your expense work to mitigate the damages we suffer from your or your Users’ breach of any term of this Agreement and will fully cooperate with us in our efforts to mitigate our own losses.

Non-Disclosure and Trade Secrets

1. You understand and agree that your use of our Website and Subscription Service may make known or accessible to you certain TRADE SECRETS integral to the operation of our Subscription Service and our business at large, including but not limited to technical information, source code, object code, technical specifications, manuals, training materials, and other unique, proprietary, confidential aspects of our service[s]. You agree and understand that said TRADE SECRETS represent significant time and resources invested by us and are integral to our business purposes. You agree and understand that a substantial part of the value of said TRADE SECRETS arises from their secrecy and confidentiality. You agree and understand that any breach, disclosure, or other threat to the secrecy of our TRADE SECRETS will cause irreparable and catastrophic harm to our business.

2. You agree not to copy, modify, enhance, reverse engineer, create derivative works from, or discover or copy the source code, object code, or any other copyable aspect of our Website and Subscription Service, the attendant documentation, or any other TRADE SECRET belonging to us. You agree to take affirmative steps to prevent all persons acting under your control and/or at your direction, whether employees, independent contractors, third party vendors, or otherwise, from copying, modifying, enhancing, reverse engineering, creating derivative works from, or discovering or copying the source code, object code, or other copyable aspect of our Subscription Service, the attendant documentation, or any other TRADE SECRET belonging to us. Any attempt to commit any act in violation of this provision, whether successful or not, shall be deemed a violation thereof.

Warranty

1.We warrant that the Subscription Service described herein shall substantially comply with the descriptions in the attendant documentation, provided that it is used as described therein and provided that you adhere to each and every term and condition of the foregoing Subscription Service Agreement.

2. We warrant that our Subscription Service will not infringe on the intellectual property rights of any third party. We will indemnify and defend you against any claim that our Subscription Service infringes on the rights of any third party, at our expense and at our sole direction and discretion.

3. This warranty is subject to the condition that we and only we may perform maintenance and support on our Subscription Service. Should you, your employee[s] or agent[s], or any third party acting on your behalf attempt to perform maintenance of service on our Subscription Service, this Warranty will be void and we shall have the right immediately to terminate this Agreement.

4. We hereby disclaim any and all other warranties other than the Warranty described in this Agreement, to the extent such warranties are disclaimable by law, including but not limited to any express or implied warranties, warranties of merchantability, warranties of fitness for a particular purpose, and/or warranties arising from any representations made outside the four corners of this Agreement.