USER AGREEMENT

Software as a Service

This Software as a Service Agreement (SAAS or Agreement) is entered into by and between you (“Grantee”) and Locrian Technologies, LLC, a Delaware limited liability company (“Locrian Technologies, LLC”).

Recitals

Locrian Technologies, LLC provides certain computer software programs, and the parties have agreed that Locrian Technologies, LLC will provide the computer software programs (“the Services”) selected by the Grantee in the Service Order Forms executed by the Grantee and certain maintenance and support services related to the Services provided to the Grantee. Fully executed Service Order Forms are incorporated herein by reference. As used in this agreement the term “Grantee” means the entity or person responsible for the account established pursuant to this Agreement as well as each user accessing the service by means of a valid account established by Grantee. If you are entering into this agreement on behalf of a company, the term “Grantee” means all employees of your company who are given access to the Service. If you do not have the requisite authority to enter into this Agreement on behalf of your company, or if you do not agree with the Terms and Conditions contained herein, or if you are a direct competitor of ours, or represent the interests, directly or indirectly, of a direct competitor you are automatically barred from utilizing this Service and any executed Agreement is void ab initio.

By signing up for the services, Grantee agrees to the following Terms and Conditions, which constitute a legally enforceable software as a service (SAAS) agreement (“Agreement”) governing the use of this software online service. If you are entering into this agreement on behalf of a company, you represent and warrant that you are over the age of 18, have reached the age of legal majority in your jurisdiction of residence, you have the complete authority to enter into this Agreement on behalf of your company, and you are not a direct competitor of ours or otherwise represent, directly or indirectly, the interests of a direct competitor. If you are entering into this Agreement on behalf of yourself, you represent and warrant that you are over the age of 18 and have reached the age of legal majority in your jurisdiction of residence. Therefore, in consideration of the mutual covenants, terms, and conditions set forth herein and all appendices which are incorporated herein by reference, the adequacy of which consideration is hereby acknowledged, the parties agree as set forth below.

Definitions

Agreement includes this user Agreement, the original signup form, and any subsequent billing changes, whether written or submitted online via the Service, and any materials available on the website specifically incorporated by reference herein, as such materials including the terms of this Agreement, may be updated by the Service from time to time in its sole discretion pursuant to the provisions of this Agreement.

Billing Automation means the software feature enabling Grantees to have access to edit their billing information, update the number of users, and edit and add/edit payment methods.

Order Center means the online application that allows the authorized administrator designated by Grantee to, among other things, add additional users to the Service.

Authorized Administrators means the persons designated by Grantee to register for the services online using the Order Center or by executing written order forms and to create user accounts and otherwise administer Grantees use of Service.

Grantee Data means any of Grantee’s customers or other individuals’ personal data, credit data, biometric data, transition, transaction data, system data, other data, information, or material that Grantee accepts, utilizes, processes, or collects from customers or individuals and/or submits to the Service in order for of using the Service.

Content means the information, documents, software, products, and services made available under this agreement to Grantee and any user in connection with their use of the Service.

SAAS Technology means all the proprietary technology of the software including software, hardware, products, business concepts and processes, logic algorithms, graphical user interface, techniques, designs, and other tangible or intangible technical material or information made available to Grantee by the Service in providing the service.

Effective Date means the earlier of either the date this User Agreement is accepted by Grantee as indicated by Grantee’s clicking any of the sign-up buttons, including get free access, try it today, or sign up, from any page on the http://Locrian Technologies, LLC.com or the date Grantee begins using the service.

Hosting Server Provider means any third-party hosting computer server providers where the services reside.

Intellectual property rights mean all right, title, and interest in and to the Locrian Technologies, LLC SAAS Technology, the content, the service and all copyrights, patents, trade secrets, trademarks, service marks or other intellectual property or proprietary rights and any corrections, bugfixes, improvements, enhancements, updates, releases, or other modifications, including custom modifications made by Locrian Technologies, LLC relating thereto, and the media on which same are furnished.

Order forms means the form evidencing the initial designation of service and any subsequent order forms, specifying, among other things, the addition of the service selected and covered by the Grant as defined in section 2.1, below the term, the number of users, the applicable user fee (as defined below), the billing period, and other services and charges (as defined below), as agreed to between Locrian Technologies, LLC and Grantee, each such order form to be incorporated into and to become a part of this agreement. In the event of any conflict between the terms of this agreement and the terms of any such order form, the terms of this agreement shall prevail.

Services means the specific edition of Locrian Technologies, LLC, or other offerings developed, operated and maintained by Locrian Technologies, LLC, accessible via http://www.Locrian Technologies, LLC.com or another designated website or IP address, or ancillary services rendered to Grantee by Locrian Technologies, LLC, to which Grantee is being granted access under this Agreement.

Terms means the periods during which a specified number of users have the right to use the service pursuant to the Agreement and as designated on an order form(s).

Users mean Grantee’s employees, representatives, consultants, contractors, or agents who are authorized under the Grant made by this Agreement to gain access to and use the Service and who have been supplied User identifications and passwords by Grantee (or by Locrian Technologies, LLC per Grantee’s request).

Locrian Technologies, LLC means the parent company of Locrian Technologies, LLC.

Grant of Rights Term and Restrictions

Grant of rights. Subject to Grantee’s compliance with the terms and conditions of this agreement and solely during the term of this agreement, Locrian Technologies, LLC hereby grants Grantee a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Service solely for Grantee’s own internal business purposes (“Grant”). Term of Grant. The Grant shall be for the term Grantee selects, either the monthly plan or the yearly plan, which shall not be less than open one (1) month and shall commence on the effective date (“Initial Term), and will be automatically renewed for successive terms of the same period of time (each a “Renewal Term”) unless terminated by either party in accordance with the terms of this agreement. Locrian Technologies, LLC and its licensors reserve all rights not expressly granted to grantee. The Grant cannot be shared or used in any users other than those referenced in the order form referenced above. However, the Grant may be reassigned from time to time to new users that are replacing former users which have terminated and no longer use the Service, so long as Grantee obtains the prior written consent of Locrian Technologies, LLC with respect to any such reassignment, which consent shall not be unreasonably withheld. The Grant is considered conditional on Grantee’s continued compliance with this agreement and will terminate if Grantee does not comply with any term or condition of this agreement. Grantee shall not, and shall not attempt to, directly or indirectly: License, grant, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the service or any part of its content in any way. Use the Service to submit, store, transmit or process malicious code, worms or viruses. Use the Service to submit, store, transmit or processed client data that it is or maybe:

• (a) threatening, harassing, degrading, hateful or intimidating;
• (b) libelous or defamatory;
• (c) fraudulent, tortious or unlawful;
• (d) obscene, indecent, pornographic or otherwise objectionable; or
• (e) infringing of any person’s rights, any applicable laws or grantees of obligations to any third party.

Use the Service to submit, store, transmit, process, or otherwise disclosed client data. Use the Service to submit, store, transmit or process client data that would violate state or federal privacy laws, or in a way that would give rise to criminal or civil liability or that encourages unlawful activity. Use the Service to submit, store, transmit or process user data that would violate state or federal labor laws, or in a way that would give rise to criminal or civil liability or that encourages unlawful activity. Gain unauthorized access to the Service or to the systems or networks of Locrian Technologies, LLC or its customers. Except as otherwise expressly permitted by this agreement, reproduce, duplicate, copy, sell, resell, rent, sublicense, transfer, lease, make available or exploit the Service (or any part of the Service); Publish or disclose any benchmarks of the Service to third parties. Interfere with or disrupt the integrity or performance of the Service or third-party content contained therein. Impersonate any person or entity or misrepresent Grantee’s affiliation with any person or entity in connection with this Service. Modify, alter, tamper with, repair, or create derivative works of any content or any software included in the Service. Reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service. Access, use or attempt to modify the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas. Copy, frame, mirror or link to any part or content of the Service, other than on Grantee’s own intranet or otherwise solely for Grantee’s own internal business purposes. Access the Service to (a) build a competitive product or service, (b) build a product or Service using ideas, features, functions, more graphics similar to those of the Service, or (c) copy any ideas, features, functions, or graphics of the Service. Remove any copyright, TM, or other proprietary rights notice from the Service; or Provide access to the Service to a third party(ies) who does or attempts to do any of the foregoing.

The Service

Use of the service. Locrian Technologies, LLC will provide Grantee with use of the Service, including a browser interface and data encryption, transmission, access, and storage in the edition selected by Grantee in the order form. Availability of the Service. Locrian Technologies, LLC makes no guarantees as to the continuous availability of the service or any specific features of the service. True discovery may change or discontinue the service or change or remove any features or functionalities of the service from time to time. If Grantee does not agree to any such change, its only recourse is to terminate this agreement in accordance with the terms set forth herein. Access to the service. Locrian Technologies, LLC operates a web portal (“Portal”) to provide Grantee with access to the Service, which will be available to Grantee through the Internet via a secure, password protected computer interface or access code. Grantee agrees to access the Portal at its own risk and that it is solely responsible for ensuring that the method of access, content and scope, and use of the Service is compatible with its own business needs and requirements. Following the effective date of this agreement and Grantee’s completion of any applicable setup forms and other documents that may be required by Locrian Technologies, LLC, TRÜDISCOVERY will electronically deliver, or otherwise make available, to Grantee instructions on how to establish a connection with the Portal for access to and use of the service. Grantee agrees that only the designated users will be permitted to access the services and that Grantee is responsible for any unauthorized access. In addition, Grantee shall assume the responsibility that its users abide by the terms and conditions of this agreement and Grantee understands and agrees that any passwords and access codes are for use only by Grantee and its designated users and are strictly prohibited from being shared with other individuals or entities. Finally, Grantee agrees that the unauthorized sharing of any passwords, end or user access codes may cause Locrian Technologies, LLC irreparable harm and that, in addition to TRÜDISCOVERY’s right to pursue available remedies, including but not limited to injunctive relief and the collection of monetary damages, such breach shall give rise to Locrian Technologies, LLC’s right to obtain from Grantee and Grantee’s duty to pay TRÜDISCOVERY for all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) incurred or arising from any claim, demand or cause of action, actual or anticipated, relating to any breach of the promises made to TRÜDISCOVERY pursuant to the terms and conditions of this Agreement. Locrian Technologies, LLC will use commercially reasonable efforts to maintain the active status of the portal, the service, and any hosting server provider computer servers but Grantee agrees that TRÜDISCOVERY will not be liable for any loss, cost, damage or expense resulting from or relating to lack of access to the portal or the services including, without limitation: (i) downtimes during which the Services and/or the hosting service provider may be engaged in updating or maintaining the Services, Software or hardware and times that we, our license or end or our hosting server provider may be updating or maintaining the services, the software, and or any hardware, the portal and/or the services may be inaccessible for any reason (or for no identifiable reason) whatsoever, within or outside of TRÜDISCOVERY’s control. Grantee agrees that Locrian Technologies, LLC does not and will not provide Grantee with hardware or software necessary for grantee to gain access to the portal and the services. Rather, Grantee is solely responsible for (a) obtaining and maintaining such hardware and software (including, but not limited to, acquiring, installing and maintaining all telephone equipment, modems, routers, scanning devices, and other hardware and communication equipment closed parenthesis necessary to gain access to the services, and the performance and security of such devices; (b) contracting with an Internet service provider or telecommunications carrier for services necessary to establish connection and access to the Internet, the portal, and the Services. In addition, Grantee agrees that it is solely responsible for all costs, charges and expenses associated with the foregoing.

Internet Delays

The service may be subject to limitations, delays, and other problems inherent in the use of the Internet and the electronic communications. Locrian Technologies, LLC is not responsible for any delays, failures, or other damage resulting from such platforms.

Support

Locrian Technologies, LLC provides support via contact@trudiscovery.com. Email and telephonic requests for hard copy documentation, upgrades, enhancements, and service modifications will not be granted, unless Grantee specifically contracts for such materials and or the services the service will be unavailable from time to time for routine maintenance. Other support may be excluded on public holidays, including New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Eve, and Christmas Day.

Grantee’s Responsibilities

Grantee is responsible for all activity occurring under Grantee’s user accounts and for users’ compliance with the terms and conditions of this agreement. Grantee shall fully comply with all applicable local, state, federal and foreign laws, treaties, rules, and regulations in connection with Grantee’s use of the service, including, without limitation, those related to data privacy, data security, breach notification, international communications, and the collection, transmission, processing, cross border transfer, and disclosure of client data, including technical and personal data. Grantee shall:

• (i) notify Locrian Technologies, LLC immediately of any known or suspected violation of any law relating to client data,
• (ii) notify TRÜDISCOVERY immediately of any unauthorized use of any password or account or any other known or suspected breaches service security; And
• (iii) report to Locrian Technologies, LLC immediately and use reasonable efforts to stop immediately, any copying or distribution of content that is known or suspected by Grantee or any user under this grant.

CLIENT DATA

Grantee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of any of its client data and agrees that any support provided by Locrian Technologies, LLC in the provision of the services shall not be construed by Grantee of the accuracy, quality, integrity, legality, reliability, or appropriateness of any of its client data. Locrian Technologies, LLC shall not be responsible or liable for:

• (i) the deletion, correction, destruction, and or damage, to any client data; or
• (ii) Grantee’s or users’ collection, use, storage, cross border transfer, or disclosure of the client data.

Disclosure and use of client data. Locrian Technologies, LLC will not use your clients’ information that is uploaded by Grantee into the software, for any purpose, including marketing. The information is encrypted and secure from access by unauthorized persons. Grantee agrees that Locrian Technologies, LLC may disclose the client data in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of the TRÜDISCOVERY business, assets, or stock. Grantee represents and warrants to Locrian Technologies, LLC that the receipt by TRÜDISCOVERY of the client data and the use or disclosure of the client data by it in accordance with this Agreement, including the privacy policy, shall not violate any public law, rule, or regulation; any privacy policy or other representation regarding data use or disclosure applicable to the client data; or any right of any person.

Review of Client Data. Locrian Technologies, LLC does not have any obligation to monitor or review client data for any purpose. Notwithstanding the foregoing, Locrian Technologies, LLC reserves the right to take steps it believes are reasonably necessary to enforce and or verify compliance with this agreement. Without limiting the foregoing , Locrian Technologies, LLC may without notice, (unless required by law) or liability to Grantee, access, use and/or preserve Grantee’s account information and/or Client data and disclose Grantee’s account information and/or Client data to law enforcement authorities, government officials and/or any other party as it reasonably believes necessary or appropriate:

• (i) if Locrian Technology, LLC is required to do so to comply with legal processes or governmental request(s),
• (ii) to enforce this agreement,
• (iii) to detect or prevent security fraud, or technical issues,
• (iv) to protect the rights, property and/or safety of Locrian Technologies, LLC and/or Locrian Technologies, LLC, its users, Grantee, or any other person, or
• (v) as permitted by law. Locrian Technologies, LLC also reserves the right to notify the appropriate authorities, without prior notice of Grantee, if it reasonably believes that Grantee’s Client data violates any applicable law. Grantee agrees to hold Locrian Techologies, LLC harmless from and access any losses, costs, damage, liabilities, and expenses, and waives (to the extent permitted by applicable law) and any claims Grantee or another third party may have against Locrian Technologies, LLC, resulting from any disclosure, investigation, or act of omission of Locrian Technologies, LLC in the course of conducting and/or cooperating with an inspection as set forth in this section. Grantee further agrees to keep the facts and details of any such inspection confidential unless Grantee is compelled by applicable law to disclose such fact and or details.

Intellectual property ownership

Ownership. Locrian Technologies, LLC (and its licensors, where applicable) owns all rights, title and interest, including all related intellectual property rights, in end to the Locrian Technologies, LLC SAAS technology, the content, the service, any suggestions, ideas, improvements, enhancement requests, feedback, recommendations or other information provided by grantee or any user relating to the service. The Locrian Technologies, LLC name the Locrian Technologies, LLC logo and the product names associated with the service are trademarks of Locrian Technologies, LLC or third parties, and no right or license is granted to use them. This Agreement is not a sale and does not convey to Grantee any rights or ownership in or related to the service, the Locrian Technologies, LLC SAAS technology, the content or the intellectual property rights owned by Locrian Technologies, LLC period grantee acknowledges that, except as specifically provided under this agreement, no other right, title or interest in these terms is granted.

Use of trademarks and other intellectual property. Grantee agrees that Locrian Technologies, LLC may use Grantee’s name, trademarks, service marks, and or logos in any advertising or promotional materials for the service or TRÜDISCOVERY.

Third party interactions

During use of the Service, Grantee or its user (s) may enter correspondence with, purchase goods and/ or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, are solely between grantee and the applicable third party. Locrian Technologies, LLC and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchases or promotions between Grantee and any such third party. Locrian Technologies, LLC does not endorse any sites on the Internet that are linked through the Service. Locrian Technologies, LLC provides these links to Grantee only as a matter of convenience, and in no event shall Locrian Technologies, LLC or its licensors be responsible for any content, products, or other materials on or available from such sites. The Grant does not provide any license or agreement that may be required by third party providers of ancillary software, hardware, or services prior to grantees use of or access to such software, hardware, or services.

Payment of fees and charges

Grantee shall pay all fees or charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The fee for the grant (“user fee”) will be equal to the user fee currently in effect under the current Locrian Technologies, LLC schedule of user fees for the addition selected in the order form. If Grantee is a monthly subscriber, the initial user fee will be payable the same day as an order, and, thereafter, Locrian Technologies, LLC will automatically bill Grantee’s credit card, debit cards or bank account on the same day each month as the day of the first payment. If Grantee is a yearly subscriber, the fees will be billed annually and are nonrefundable. New accounts may be eligible for a seven (7) day trial period, after which Grantee will be charged according to the terms of this section. Eligible “new” accounts are those included in new separate accounts in Locrian Technologies, LLC’s subscriptions for account management, billing, and CRM. Grantee is responsible for paying all user fees ordered for the entire term, without regard to whether all users are active. Grantee shall provide Locrian Technologies, LLC with a valid credit card, debit card, bank account number or approved purchase order as a condition to signing up for the Service. An authorized administrator may add additional users by executing an additional written order form or using the Locrian Technologies, LLC billing page online. Added users will be subject to the terms as set forth below.

The use term of added users will be contemporaneous with the term of the existing grant.

Users added in the middle of a billing period will be charged in full for that billing month period a prorated credit will be added for the unused days of the previous billing period.

Users added in the middle of a billing period will be charged in full for that billing month and will reset the billing period (annually/monthly) to start at the date of change period a prorated credit will be added for the unused days of the previous billing period.

The current Locrian Technologies, LLC user pricing model is based on a flat rate, which per user fee may be changed from time to time at Locrian Technologies, LLC’s sole discretion. Information is available at this website.

Locrian Technologies, LLC will charge any software customization fees as mutually agreed upon in writing mutually by Locrian Technologies, LLC and Grantee.

Locrian Technologies, LLC reserves the right to modify its fees and charges and to introduce new charges at anytime, upon at least 30 days prior notice to Grantee. The user fee for a renewal grant will be equal to the number of total users then in effect, times the user fee in effect at the time of renewal charges for other services (“charges”) will be made on an as quoted basis. The user fee and charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Grantee shall be responsible for payment of all such taxes, levies, or duties, excluding only federal or state taxes based solely on true discoveries income.

If Grantee updates its payment information, Locrian Technologies, LLC will charge the latest account provided by Grantee. Grantee represents and warrants that it has the legal right to use any payment account that it uses to purchase from Locrian Technologies, LLC. Grantee agrees to update billing and account information within three business days of any change to applicable payment information, as well as to grantees legal name, street address, email address, and the names and telephone numbers of an authorized billing contact and authorized administrator if the contact information grantee provides us false or fraudulent, TRÜDISCOVERY reserves the right to terminate Grantee’s access to the Service , in addition to any other legal remedies. If Grantee disputes the fees or charges made by Locrian Technologies, LLC to its account, Grantee must contact Locrian Technologies, LLC in writing within 45 days of the date of the charge in question, to be eligible for consideration to receive an adjustment or credit. All payments shall be in United States currency and are final. Locrian Technologies, LLC will not provide full or partial refunds in the event of termination of this Agreement by Locrian Technologies, LLC for breach of the Agreement by Grantee.

Nonpayment and suspension

Suspension / termination for delinquent accounts.

Locrian Technologies, LLC reserves the right to suspend or terminate this agreement and Grantee’s access to the Service immediately if Grantee’s account becomes delinquent or Grantee is otherwise unable to provide proper payment. In the event of Grantee’s account is suspended as a result of nonpayment, a $25 reactivation fees will be applied upon the reactivation of the account, plus, to the fullest extent permitted by law, all expenses and legal fees incurred by Locrian Technologies, LLC while collecting fees and charges from Grantee. Grantee agrees that, if granted use of the Service is suspended but not terminated, Grantee shall pay the user fee for the number of users for the balance of the full term. Locrian Technologies, LLC reserves the right to impose a reconnection fee in the event Grantee’s rights are suspended and thereafter requests access to the service. Locrian Technologies, LLC will charge a $25 reconnection fee for each suspended or deactivated user, should Locrian Technologies, LLC be asked by Grantee to reactivate a specific user and Locrian Technologies, LLC so agrees in writing. Grantee agrees and acknowledges that Locrian Technologies, LLC has no obligation to retain client data and that such client data maybe irretrievably deleted if Grantee’s account is delinquent.

Late payment charges.

Invoices and accounts that are not paid in full within 15 days of the applicable due date are subject to a late payment charge equal to 10% of the aggregate use fee then do for the maximum charge permitted by applicable law, whichever is lower.

The foregoing reactivation and reconnection fees and late payment charges are subject to increase by Locrian Technologies, LLC at any time with or without prior notice to Grantee, to reflect Locrian Technologies, LLC’s then current policies, procedures and charges.

Termination

Termination for convenience

Locrian Technologies, LLC may terminate this agreement, or reduce the number of users, effective upon the expiration of the then current term, by notifying Grantee in writing at least five business days prior to the end of the current term. Grantee may terminate this agreement, update billing information, or reduce the number of users, effective upon the expiration of the then current term, by contacting Locrian Technologies, LLC via published notification information herein at least five business days prior to the end of the current term.

Termination for cause.

Locrian Technologies, LLC may in its sole discretion, immediately suspend or terminate Grantee’s password, account and use of the service upon its discovery of breach of this Agreement by Grantee. Termination of free accounts.

Locrian Technologies, LLC may terminate a free account at any time in its sole discretion with or without prior notice to grantee.

Access to client data upon termination.

In the event this Agreement is terminated (other than by reason of Grantee’s breach), Locrian Technologies, LLC will make available to Grantee a file of the client data within 90 days of termination if Grantee so requests in writing at the time of termination. Grantee agrees and acknowledges that Locrian Technologies, LLC has no obligation to retain the client data, and may delete, without incurring any liability, such client data, on the 91st day after termination. Locrian Technologies, LLC reserves the right to withhold, remove and or discard client data, without notice or liability, for any breach of this agreement by grantee including, without limitation, Grantee’s nonpayment for services according to the terms of this Agreement. Upon termination due to Grantee’s breach, Grantee’s right to access client data shall immediately cease, and Locrian Technologies, LLC shall have no obligation to maintain or provide any client data.

Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Locrian Technologies, LLC represents and warrants that it will provide the service substantially in accordance with the performance specifications as set forth in the online Locrian Technologies, LLC support documentation under normal use and circumstances and in a manner consistent with general industry standards reasonably applicable to the provision thereof. Grantee represents and warrants that Grantee has not falsely identified itself or any user nor provided any false information to gain access to the service and that Grantee’s billing information is correct.

Disclaimer of warranties

The service and all content, including, without limitation, any third-party products or services made available through the Service, are provided to Grantee strictly on an “as is” and “as available” basis, without any representations, warranties, or guarantees of any kind, other than those expressly made elsewhere in this agreement.

Limitation of liability

LOCRIAN TECHNOLOGIES, LLC DOES NOT WARRANT THAT THE SERVICES WILL MEET GRANTEE’S REQUIREMENTS OR OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY GRANTEE OR THAT THE OPERATION OF THE PROGRAM/SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY EXCLUDED. THE REMEDIES SET FORTH ABOVE FOR BREACH OF THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE GRANTEE’S SOLE AND EXCLUSIVE REMEDIES. IN NO EVENT SHALL LOCRIAN TECHNOLOGIES, LLC BE LIABLE FOR AND GRANTEE HEREBY WAIVES ANY RIGHT TO RECOVER SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, DAMAGES FOR INJURY TO PERSON OR PROPERTY, OR DAMAGES FOR LOSS OF DATA, WHETHER ON THEORIES OF NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND REGARDLESS OF WHETHER THE DAMAGES RESULTED FROM GENERAL OR PARTICULAR REQUIREMENT OR NEED WHICH LOCRIAN TECHNOLOGIES, LLC KNEW ABOUT OR HAD REASON TO KNOW ABOUT. SPECIFICALLY, BUT NOT IN LIMITATION OF THE FOREGOING, GRANTEE ACKNOWLEDGES THAT LOCRIAN TECHNOLOGIES, LLC SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES RESULTING FROM ANY ERRORS IN THE CONTRACT DATABASE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, AN ERRONEOUS EXPIRATION DATE FOR A CONTRACT. LOCRIAN TECHNOLOGIES, LLC’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID TO LOCRIAN TECHNOLOGIES, LLC IN THE SIX MONTHS PRECEDING THE DAY ANY CLAIM OR CAUSE OF ACTION ARISES HEREUNDER. ANY ACTION OR PROCEEDING RELATING TO ANY BREACH OF A WARRANTY MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE EXPIRATION OF ANY APPLICABLE WARRANTY. GRANTEE ACKNOWLEDGES THAT THE PRICE OF THE SERVICES REFLECTS THE ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

This limitation, and any limitation on damages in this Agreement, will not apply to claims for personal injury to the extent caused by the negligence of Locrian Technologies, LLC or indemnification by Locrian Technologies, LLC of Grantee set forth herein. In no event shall Locrian Technologies, LLC, its parent organizations, affiliates, subsidiaries, and licensures, or each such entities respective officers, directors, employees, end agents (the Locrian Technologies, LLC entities) be liable to Grantee for any indirect, punitive, special, exemplary, incidental, or consequential damages of any type or kind under any contract, negligence, strict liability, or other theory, (including but not limited to, damages for loss of data, revenue, profits, use, security of data (including but not limited to client data) in the possession, control, storage of Grantee) arising out of, or in any way connected with the service or content, including but not limited to the use or inability to use the service (including as a result of any termination or suspension of Grantee’s account), or for any interruption, inaccuracy, error or omission, even if the party from which damages are being sought has been advised of the possibility of such damages. In no event shall Locrian Technologies, LLC be liable for negligence, intentional misconduct or mishandled business by Grantee under any circumstances, including, but not limited to, such conduct between grantee and

• (1) the IRS or any government agency;
• (2) any accounting audit service;
• (3) any employee of Grantee;
• (4) any supplier of Grantee;
• (5) and any end consumers or users of Grantee (including in connection with refunds and chargebacks).

Indemnification

Indemnification by Locrian Technologies, LLC. If a third party makes a claim against Grantee that Locrian Technologies, LLC’s Services infringes any intellectual property right or misappropriates any trade secret or that Locrian Technologies, LLC’s negligence or willful misconduct has caused bodily harm or death or caused the unlawful disclosure of Confidential Information, Locrian Technologies, LLC shall defend Grantee and its directors, officers and employees against the claim at Locrian Technologies, LLC’s expense and shall pay all losses, damages and expenses finally awarded against such parties to the extent arising from the claim or agreed to in a written settlement agreement signed by Locrian Technologies, LLC to the extent arising from the claim. Locrian Technologies, LLC shall have no liability for any claim based on Grantee Data, modification of the Program or use of Services not authorized by Locrian Technologies, LLC or use of the Services other than in accordance with this Agreement and all related documentation. With respect to a claim as described herein, Locrian Technologies, LLC may, at its sole option and expense, procure for Grantee the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Agreement and repay to Grantee any amount paid by Grantee with respect to the Term following the termination date.

Indemnification by Grantee. If a third party makes a claim against Locrian Technologies, LLC that the Grantee Data infringes any patent, copyright, trademark or misappropriates any trade secret or araising from or ralted to any unauthorized person to whom Grantee has disclosed the Locrian Technologies, LLC Confidential Information, Grantee shall defend Locrian Technologies, LLC and its directors, officers and employees against the claim at Grantee’s expense and shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Grantee to the extent arising from the claim. Conditions for Indemnification. A party seeking indemnification under this section shall promptly notify the other party of the claim, give the other party sole control of the defense and settlement of the claim, and provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

Insurance

During the term of this Agreement, the parties agree to maintain at its own cost and expense insurance coverage in amounts consistent with industry standards and necessary and reasonable to insure itself and its employees and agents against any claims of any nature which may arise from performance of its duties and responsibilities under this Agreement. Upon written request, the parties agree to provide one another with a Certificate of Insurance evidencing said insurance covering such liability with an insurer AM Best rated A or better through a qualified self-insurance program.

Notice

Locrian Technologies, LLC may give notice to Grantee by means of a general notice on the Service, electronic mail to Grantee’s email address on record in Locrian Technologies, LLC’s account information, or by written communication sent by first class mail or prepaid post to Grantee’s address on record in Locrian Technologies, LLC’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or prepaid post) or twelve hours after sending (if sent by email). Grantee may give notice to Locrian Technologies, LLC (deemed given upon receipt by Locrian Technologies, LLC) at any time by electronic mail to contact@trudiscovery.com

Modification to Terms

Locrian Technologies, LLC reserves the right to modify the terms and conditions of the Agreement or its policies relating to the Service at any time effective upon posting of an updated version of this Agreement on the Service. Grantee is responsible for regularly reviewing the Agreement. Continued use of the Service after any such changes shall constitute Grantee’s consent to such changes. Notwithstanding the foregoing, any changes to the Agreement shall not apply to any dispute between Grantee and Locrian Technologies, LLC arising prior to the effective date of any such change(s).

Assignment

Except as otherwise provided in this Agreement, this Agreement may not be assigned by the Grantee without the prior express written consent of Locrian Technologies, LLC. This Agreement may be assigned without Grantee’s consent by Locrian Technologies, LLC to (1) a parent or subsidiary, (2) an acquirer of the Locrian Technologies, LLC business or assets, or (3) a successor by merger. Any purported assignment in violation of this section shall be void.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to its conflict of law’s provisions. Should any provision of this agreement be declared illegal or unenforceable and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this agreement in full force and effect.

Dispute Resolution

Any event of any dispute among the parties under this Agreement, and if the dispute cannot be settled through negotiation between the parties, such disputes shall be submitted to mediation prior to being filed within the courts of the State of Delaware. The prevailing party shall be entitled to all attorneys’ fees and costs from the losing party.

Force Majeure

The Locrian Technologies, LLC entities will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such entities reasonable control, including, without limitation, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargos, riots, acts or orders of government, acts of terrorism, or war.

Miscellaneous

No joint venture, partnership, employment, or agency relationship exists between Grantee or any User and Locrian Technologies, LLC because of this Agreement or use of the Service. The failure of Locrian Technologies, LLC to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Locrian Technologies, LLC in writing. This agreement, together with any applicable order form, comprises the entire Agreement between Grantee and Locrian Technologies, LLC and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Grantee consents to receiving electronic communications and notifications from Locrian Technologies, LLC in connection with Grantee’s use of the Service and this Agreement. Grantee agrees that any such communication will satisfy any legal communication requirements, including that such communications be in writing. A delay or omission by a party to exercise any right under this Agreement shall not be construed to be a waiver of such right. No waiver by any party of a breach of this Agreement will be deemed a waiver of any subsequent breach. Acceptance of partial payment will be deemed a part payment on account and will not constitute an accord and satisfaction. The parties agree that in fulfilling their respective duties and obligations under this Agreement, they shall not discriminate against any individual or group on the basis of race, color, ethnicity, creed, political ideas, age, marital status, physical or mental disability, sex or national origin.

By signing up and using Locrian Technologies, LLC’s Software as a Service, you agree to the above terms and conditions which constitute a legally enforceable SAAS agreement governing Grantees use of the Service.

All notification telephone numbers and addresses, as set forth above, may be changed by Locrian Technologies, LLC from time to time, which changes shall be posted on TruDiscovery’s website.