MASTER SUBSCRIPTION AGREEMENT

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF 8folios.

IF YOU REGISTER FOR A FREE ACCOUNT FOR 8folios, THIS AGREEMENT WILL ALSO GOVERN THAT FREE ACCOUNT.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE 8folios.

You may not access 8folios if You are Our direct competitor, except with Our prior written consent. In addition, You may not access 8folios for the purpose of monitoring availability, performance, functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on April 23, 2016. It is effective between You and Us as of the date of You accepting this Agreement.



1. DEFINITIONS

"Active User" means a User with a status of "Active", such that the User can still sign in to Your account in 8folios.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means this Master Subscription Agreement.

"8folios" means the 8folios.com website, all of the Multi-Tenant Environments in various 8folios Regions (e.g. va-us.8folios.com), any Private Environments in various 8folios Regions, the UI design, algorithms, and programs representing all of the 8folios websites, Our Data, and the databases representing all of the 8folios websites.

"8folios Region" means a Multi-Tenant environment of 8folios or a Private Environment of 8folios, in a geographic location provided by Amazon AWS.

"Documentation" means Our online user guides, documentation, and help and training materials for 8folios, as updated from time to time, accessible via 8folios.

"Free Account" means an account created by You in 8folios with no Purchased Subscription, the account is intentionally limited by the maximum number of Active Users and the maximum number of Items representing Your Data, and the account is provided "as-is" without any warranty or support.

"Item" means a single instance of an entity such as an Application, Data Entity, Integration, Miscellaneous Item, Server, or Technology in 8folios where that single instance is Your Data.

"Malicious Activity" means any attempt to break or hack into 8folios, corrupt or steal data from 8folios, or interfere with or stop the normal operation of 8folios.

"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

"Multi-Tenant Environment" means a set of application/web servers and a database server in 8folios, where those computing resources are shared by multiple Free Accounts or Paid Accounts in 8folios, where the data is kept in shared database tables but distinguished by a unique identifier per Free Account or Paid Account, where the data for a Free Account or Paid Account is not shared with other Free Accounts or Paid Accounts in that environment, where the authentication process for any User requires the use of an email address and a password, and where the application/web servers (port 443) can be accessed from almost anywhere on the Internet.

"Our Data" means electronic data We create that is analyzed, calculated, or derived from electronic data entered or submitted by You, or from the ongoing operation and support of 8folios. Examples include (but are not limited to) "Connections", "Risk", "Risk Factor", "Gap (days)", or "Perceived Gaps".

"Our Intellectual Property" means the database schema, documentation, code, logo, programs, scripts, and web pages of 8folios.

"Paid Account" means an account created by You in 8folios where You or Your Affiliate have paid for a Purchased Subscription, the Purchased Subscription is active based on the start date and end date of the Purchased Subscription, and the Purchased Subscription is in good standing (ie, any amounts owing have been paid by You or Your Affiliate to Us).

"Private Environment" means a set of application/web servers and a database server in 8folios, where those computing resources are provided for the sole use of Paid Account in 8folios, where the sizing of the servers is specified in the Purchased Subscription, where the authentication process for a User will be specified in the Purchased Subscription, and where a custom firewall configuration may be implemented so that the application/web servers (port 443) can only be accessed via Your private network.

"Purchased Subscription" means a purchase for Your account in 8folios that identifies a specified start date and end date, will identify an 8folios Region, will identify the use of a Multi-Tenant Environment or a Private Environment, if a Private Environment will identify the sizing of the servers and the authentication process for Users and any custom firewall choices, and provides Your account in 8folios with a specified maximum number of Active Users, a specified maximum number of Items representing Your Data, and access to technical support for 8folios.

"User" means an individual, team, or organization who is authorized by You to access your account and Your Data in 8folios, and to whom You (or We at Your request) have supplied a user identification and password. For example, Users may include Your employees, consultants, contractors and agents, and third parties with which You transact business.

"We", "Us", or "Our" means 8folios and the company Seattle Software Works, Inc. described in Section 13 (Arbitration, Venue, and Applicable Law).

"You" or "Your" means the company, party, individual, or other legal entity entering this Agreement or for which you are accepting this Agreement, and its Affiliates.

"Your Data" means electronic data and information entered or submitted by or for You in 8folios, or collected and processed by or for You in 8folios.



2. FREE ACCOUNT

If You register on our website for a Free Account, We will make 8folios available to You on a limited basis free of charge and with no warranty and no support. Additional terms and conditions may appear on the Free Account (registration) web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), A FREE ACCOUNT IN 8folios IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY OR SUPPORT.

YOU AGREE THAT WE MAY CLOSE YOUR FREE ACCOUNT IN 8folios AT ANY TIME AND WITHOUT PRIOR NOTICE. THIS MAY BE DUE TO NO ACTIVITY, INAPPROPRIATE ACTIVITY, MALICIOUS ACTIVITY, A CHANGE IN OUR BUSINESS MODEL, OR OTHER.



3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Subscription. We will

• (a) make 8folios available to You pursuant to this Agreement and the Purchased Subscription,
• (b) make 8folios available to You in the 8folios Region selected by You and with the understanding that it is a Multi-Tenant Environment, except if the Purchased Subscription identifies the use of a Private Environment in the 8folios Region selected by You,
• (c) provide Our standard support for the Purchased Subscription to You at no additional charge, and
• (d) use commercially reasonable efforts to make the online Purchased Subscription available 24 hours a day, 7 days a week, except for:
  • (i) scheduled weekly maintenance, which occurs in each 8folios Region between the hours of approximately 10:00pm and 10:10pm local time on Saturday,
  • (ii) planned downtime for an 8folios Region (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00pm Saturday and 6:00am Sunday local time), and
  • (iii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack.

3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except

• (a) to provide the Purchased Subscription and prevent or address service or technical problems,
• (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or
• (c) as You expressly permit in writing.

3.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.



4. USE OF 8folios

4.1 Purchased Subscriptions. Unless 8folios is used with a Free Account,

• (a) 8folios is used with a Paid Account and Purchased Subscription,
• (b) a Purchased Subscription may be extended during the Purchased Subscription term at the same pricing as the underlying Purchased Subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and
• (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

4.2 Limits. Purchased Subscriptions are subject to limits, including the maximum number of Active Users and the maximum number of Items. You agree that

• (a) 8folios does not allow concurrent sessions for a User, and that 8folios will automatically delete any previous sessions for a User when that User signs in to 8folios,
• (b) if your Paid Account has reached the specified maximum number of Active Users then 8folios will prevent You from adding another User or reactivating an inactive User,
• (c) if your Paid Account has reached the specified maximum number of Items then 8folios will prevent You from adding another Item, and
• (d) if your Paid Account reaches the specified maximum number of Active Users or Items and you want to exceed either limit, then You will negotiate a new Purchased Subscription for your Paid Account.

4.3 Your Responsibilities. You will

• (a) be responsible for Users' compliance with this Agreement,
• (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data,
• (c) use commercially reasonable efforts to prevent unauthorized access to or use of 8folios via Users' credentials, and notify Us promptly of any such unauthorized access or use,
• (d) use 8folios only in accordance with the Documentation and applicable laws and government regulations,
• (e) be responsible for the complete administration of Your Users in 8folios, which includes adding a User, adding or removing security roles for a User, appropriate assignment of security roles to a User, inactivating a User, reactivating a User, changing the email address for a User, and if needed performing a password reset for a User, and
• (f) be responsible for security and control of any of Your Data and Our Data that has been copied, exported, or printed from 8folios by You or Users.

4.4 Usage Restrictions. You will not

• (a) make 8folios available to, or use 8folios for the benefit of, anyone other than You or Users,
• (b) sell, resell, license, sublicense, distribute, rent or lease 8folios,
• (c) use 8folios to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
• (d) use 8folios to store or transmit Malicious Code,
• (e) interfere with or disrupt the integrity or performance of 8folios,
• (f) attempt to gain unauthorized access to 8folios or its related systems or networks,
• (g) permit direct or indirect access to or use of 8folios in a way that circumvents a contractual usage limit in accordance with Section 4.2 (Limits),
• (h) copy 8folios or any part, feature, function or user interface thereof,
• (i) frame or mirror any part of 8folios,
• (j) access 8folios in order to build a competitive product or service, or
• (k) reverse engineer 8folios (to the extent such restriction is permitted by law).

5. NON-8folios PROVIDERS

5.1. Acquisition of non-8folios Products and Services. We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, non-8folios applications and implementation and other consulting services. Any acquisition by You of such non-8folios products or services, and any exchange of data between You and any non-8folios provider, is solely between You and the applicable non-8folios provider. We do not warrant or support non-8folios applications or other non-8folios products or services, whether or not they are designated by Us as "certified" or otherwise, except as specified in this Agreement.

5.2. non-8folios Applications and Your Data. If You install or enable a non-8folios application for use with 8folios, You grant Us permission to allow the provider of that non-8folios application to access Your Data as required for the interoperation of that non-8folios application with 8folios. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a non-8folios application.

5.3. Integration with non-8folios Applications. 8folios may contain features designed to interoperate with non-8folios applications. To use such features, You may be required to obtain access to non-8folios applications from their providers, and may be required to grant Us access to Your account(s) on the non-8folios applications. If the provider of a non-8folios application ceases to make the non-8folios application available for interoperation with the corresponding 8folios features on reasonable terms, We may cease providing those features in 8folios without entitling You to any refund, credit, or other compensation.



6. FEES AND PAYMENT FOR PURCHASED SUBSCRIPTIONS

6.1. Fees. You will pay all fees specified for a Purchased Subscription. Fees are based on the Purchased Subscription. Payment obligations are non-cancelable and fees paid are non-refundable. The quantities purchased cannot be decreased during the relevant Purchased Subscription term.

6.2. Invoicing and Payment. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. You will provide Us with a valid purchase order or alternative document reasonably acceptable to Us. We will invoice You. Invoiced charges are due net 30 days from the invoice date.

6.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies,

• (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or
• (b) We may condition future Purchased Subscription renewals on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

6.4. Suspension of 8folios account and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Your account in 8folios until such amounts are paid in full. We will give You at least 10 days prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending Your account in 8folios.

6.5. Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of 8folios account and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

6.7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.



7. PROPRIETARY RIGHTS AND LICENSES

7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all of Our right, title, and interest in and to 8folios, including all of Our related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

7.2. License by You to Host Your Data. You grant Us and Our Affiliates a worldwide, limited- term license to host, copy, transmit and display Your Data, and any non-8folios applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data or any non-8folios application or program code.

7.3. License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into 8folios any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the design, functionality, or operation of 8folios.

7.4. USA Federal Government End Use Provisions. We provide 8folios, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to 8folios include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.



8. CONFIDENTIALITY

8.1. Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes 8folios and Our Data; and Confidential Information of each party includes the terms and conditions of this Agreement and all Purchased Subscriptions, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that

• (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
• (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
• (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or
• (d) was independently developed by the Receiving Party.

8.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care)

• (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and
• (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Neither party will disclose the terms of this Agreement or any Purchased Subscription to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this Section 8.2.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.



9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2. Our Warranties. We warrant that

• (a) this Agreement, the Purchased Subscriptions and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data,
• (b) We will not materially decrease the overall security of 8folios during a Purchased Subscription term,
• (c) 8folios will perform materially in accordance with the applicable Documentation,
• (d) subject to Section 5.3 (Integration with non-8folios applications), We will not materially decrease the functionality of 8folios during a Purchased Subscription term, and
• (e) 8folios will not introduce Malicious Code into Your systems. For any breach of an above warranty, Your exclusive remedies are those described in Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).

9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.



10. INDEMNIFICATION

10.1. Indemnification. You will defend Us against any claim, demand, suit, or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of 8folios in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify Us from any damages, attorney fees, and costs incurred by Us or awarded against Us in any claim against Us, provided We:

• (a) promptly give You written notice of the Claim Against Us,
• (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and
• (c) give You all reasonable assistance, at Your expense.

10.2. Exclusive Remedy. This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 10.



11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. OUR LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE ABOVE LIMITATIONS DO NOT LIMIT YOUR CONTRACTUAL PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).

11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.



12. TERM AND TERMINATION

12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until Your account (whether a Free Account, or a Paid Account with a Purchased Subscription) has been terminated in 8folios.

12.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified with a start date and an end date. Except as otherwise specified, a Purchased Subscription will automatically renew for an additional period equal to the expiring Purchased Subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Purchased Subscription term. The pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter. Any such pricing increase will not exceed 5% of the pricing for the applicable Purchased Subscription in the immediately prior Purchased Subscription term, unless the pricing in the prior term was designated as promotional or one-time.

12.3. Termination. A party may terminate this Agreement for cause

• (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or
• (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 12.3 (Termination), We will not refund You any prepaid fees covering the remainder of the term of the Purchased Subscription after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of the Purchased Subscription. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

12.5. Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make the Your Data (but not including Our Data or Our Intellectual Property) available to You for export or download. Your Data will be provided in one or more files, where each file is in a clear-text, delimited format. After that 30-day period, We will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in 8folios or otherwise in Our possession or control (e.g. database backups), unless legally prohibited.

12.6. Surviving Provisions. The Sections titled "Fees and Payment for Purchased Subscriptions", "Proprietary Rights and Licenses", "Confidentiality", "Disclaimers", "Mutual Indemnification", "Limitation of Liability", "Refund or Payment upon Termination", "Portability and Deletion of Your Data", "Arbitration, Venue, and Applicable Law", and "General Provisions" will survive any termination or expiration if this Agreement.



13. ARBITRATION, VENUE, AND APPLICABLE LAW

13.1. Arbitration. Any controversy or claim arising out of, or relating to, this Agreement or the breach of this Agreement shall be resolved exclusively by arbitration in accordance with the applicable procedural rules for the resolution of claims by the American Arbitration Association with an arbitrator to be selected by mutual agreement of the parties to this Agreement or to be appointed by the Presiding Judge of the King County Superior Court if the parties are unable to agree. Arbitration hearings will be held in Seattle, Washington. Governing law to any and all disputes arising out of this Agreement is Washington State law.

The arbitrator shall restrict discovery to the extent reasonably possible without depriving a party of an opportunity for a fair hearing, shall hear the case within one hundred and twenty (120) days of being appointed, and shall render a written award within thirty (30) days thereafter. The award shall be final and binding and judgment upon the award rendered by the arbitrator may be entered in King County Superior Court. Each party is responsible for its own fees and expenses for arbitration.

13.2. Notices. All notices under this Agreement shall be directed to:
Seattle Software Works, Inc.
7710 190 Street SE
Snohomish, WA
98296
USA

Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon:

• (a) personal delivery,
• (b) the second business day after mailing,
• (c) the second business day after sending by confirmed facsimile, or
• (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).

Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant administrator designated by You.

13.3. Agreement to Governing Law and Jurisdiction/Arbitration. Each party agrees to the applicable governing law in Paragraph 13.1 without regard to choice or conflicts of law rules. Each party further agrees to the exclusive remedies clauses herein, to the jurisdiction of Washington State, to King County as the applicable venue, and to arbitration as the sole and exclusive forum for resolution of all disputes as outlined herein.

13.4. No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other company. Subject to any permitted Assignment under Section 14.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.



14. GENERAL PROVISIONS

14.1. Export Compliance. 8folios, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use 8folios in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

14.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify us at support@8folios.com.

14.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of 8folios and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:

• (1) the Purchased Subscription,
• (2) this Agreement, and
• (3) the Documentation.

14.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Purchased Subscriptions), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of the Purchased Subscription. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.6. Third-Party Beneficiaries. There are no other third-party beneficiaries under this Agreement.

14.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.