TERMS OF SERVICE

This Terms of Service (this "Agreement") is agreed to between Opnbook Inc., a Delaware corporation, ("Opnbook," "we," "us," "our") and you, or, if you represent an entity or other organization, that entity or organization (in either case "you" or "your").

We offer an online marketing and data analytics platform (the "Platform"). You may access the Platform through the website located at https://opnbook.com/ or other websites that link this Agreement (the "Site"). Through the Platform, you may access information, data, reports, and other content (collectively, "Content") and use a range of services, including requesting a demo of our products; interacting with us through our "contact us" form; or otherwise accessing or using the features or services on the Platform (collectively, "Services"). Please note, we may also provide automated chatbot features and services to communicate with you.

This Agreement applies to the Platform, and Content and Services available through the Platform, regardless of the Site through which you access or use the Platform. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.

Unless you have or later do enter into another written agreement with us regarding the Platform, this Agreement is the complete and exclusive agreement between us and you regarding your access to and use of the Platform. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between us and you relating to your use of the Platform, except that this Agreement is not intended to invalidate any software subscription agreement or end user license agreement that you may have been required to execute or accept to utilize certain products or services from Opnbook.

1. DEFINITIONS

Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.

2. TERM

This Agreement is entered into as of the earlier of the date you first access or use the Platform or click "I agree" to this Agreement and will continue until terminated as set forth herein.

3. MODIFICATIONS

We may, at any time, modify or discontinue all or part of the Platform, Content, or Services; change, modify or waive fees required to use the Platform; or offer opportunities to some or all of our users. We also reserve the right, at any time, to modify this Agreement. We will inform you of the presence of any changes to this Agreement by posting those changes on the Platform or by providing you with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform. You will be deemed to have agreed to any and all modifications through your continued use of the Platform following such a notice. You may terminate this Agreement as set forth below if you object to any such modifications.

4. ELIGIBILITY AND NOTICE

The Platform and Services are intended solely for persons who are 18 years of age or older. If you are under the age of 18, you are not permitted to use the Platform. By accessing or using the Platform or any Content, you represent and warrant that you are at least 18 years of age.

5. ACCESS

To the Platform. Subject to your compliance with this Agreement, we will permit you to access and use the Platform solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement you agree to with us before being given access to any specific aspects of the Platform. Any additional agreement is in addition to this Agreement and will govern your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.

To Content. You will be provided with access to a variety of Content through the Platform, including, text, audio, video, photographs, illustrations, graphics, and other data, information, and media. Unless otherwise noted on the Platform, all Content available through the Platform ("Platform Content") is owned by Opnbook and our third party providers. All Platform Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for your use of any Platform Content. Subject to your compliance with this Agreement, you may access the Platform Content solely for your own personal purposes in connection with your use of the Platform. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Certain Content may include or be based on data, information or content from third party Content providers ("Third Party Content"). Opnbook has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content provided through the Platform. Except as set forth in this Agreement, you are granted no licenses or rights in or to any Content, or any intellectual property rights therein or related thereto. If you would like to use the Content in a manner not permitted by this Agreement, please contact us.

6. TERMINATION

This Agreement may be terminated by either party at any time, in that party's sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (1) all rights and licenses granted to you under this Agreement will terminate; (2) you will immediately cease all use of and access to the Platform and to all Content and Services; and (3) we may, in our sole discretion, delete your Account. Any Section of this Agreement that should reasonably survive will survive any expiration or termination of this Agreement.

7. SUSPENSION

Without limiting our rights to terminate this Agreement, we may also suspend your access to your Account and certain aspects of the Platform, Content, or Services, with or without notice to you, upon any actual, threatened or suspected breach of this Agreement or applicable law or upon any other conduct deemed by us, in our sole discretion, to be inappropriate or detrimental to us, the Platform, any Content or Services, or any other third party.

8. PLATFORM TECHNOLOGY

The Platform, Content, and Services, and their entire set of features, and functionality including, but not limited to, the databases, software, hardware, text, displays, images, videos, audio, and other information and technology and the design, selection, and arrangement thereof used by or on our behalf to operate or promote the Platform, Content, and Services (collectively, the "Technology"), constitute our valuable trade secrets. You will not, and will not permit any third party under your control to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (4) harvest, collect, gather, or assemble information or data regarding any users of our Platform, including e-mail addresses, without their consent; (5) alter, modify, reproduce, or create derivative works of the Technology; (6) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (7) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology, or otherwise make the Technology available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (10) interfere with the operation or hosting of the Technology; or (11) introduce software or automated agents or scripts to the Technology so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, deep link, or mine content from the Technology (except that we grants the operators of public search engines revocable permission to use spiders to copy materials for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

9. OWNERSHIP

Trademarks. Our name, trademarks, service marks, logos, designs, and slogans are trademarks of ours or our affiliates or licensors. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners. You may not use such marks without our, or the respective owner's, prior written permission.

Retention of Rights. We shall retain all rights, title, and interest, including, without limitation, all intellectual property rights, in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Platform under this Agreement. Our legal name, trade name, logo, and all product and service names associated with the Platform are our trademarks and you are granted no right or license to use them.

Intellectual Property. You shall not act in a way that constitutes an infringement, misappropriation, or violation of any of our intellectual property rights, proprietary rights, rights of publicity, rights of privacy, or any other legal right protecting data, information, or intangible property throughout the world.

10. REPRESENTATIONS AND WARRANTIES

Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.

Compliance with Laws; Prohibition against Criminal Behavior. You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific law. You acknowledge that you will access and use the Platform in compliance with all laws applicable to you. We are not responsible for notifying you of any such law, enabling your compliance with any such law, or for your failure to comply. You represent and warrant that your use of and access to the Platform will comply with all applicable laws and will not cause us to violate any applicable laws.

No Warranties; Disclaimer. THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE AND OUR THIRD PARTY LICENSORS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE PLATFORM, CONTENT, OR SERVICES. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR EMPLOYEES, OR OUR THIRD PARTY LICENSORS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.

11. INDEMNITY

You hereby agree to indemnify, defend, and hold harmless us, our officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation ("Claim") against any Indemnified Party arising in any manner from: (1) your access to or use of the Platform, Content, or Services; (2) your violation of applicable laws; and (3) your breach of any representation, warranty, or other provision of this Agreement. We will use reasonable efforts to provide you with notice of any such Claim, and we will have the right to participate in the defense of any such Claim.

12. LIMITATION OF LIABILITY

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT, OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR OPPORTUNITY, REVENUES, PROFITS, OR REPUTATION; BUSINESS INTERRUPTION; OR PROCUREMENT OF SUBSTITUTE INFORMATION, GOODS, OR SERVICES. OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, CONTENT, AND SERVICES, PROVIDED UNDER THIS AGREEMENT OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $100 OR, IN THE CASE OF ANY TRANSACTION FEES INCURRED BY YOU THROUGH THE YOUR USE OF THE PLATFORM, THE SUM OF THE TRANSACTION FEES PAID BY YOU TO US. YOU UNDERSTAND AND AGREE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON OUR LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. DATA PRIVACY

Usage Data. You acknowledge the use and disclosure of your personal data as described in the Opnbook privacy policy, available at https://opnbook.com/privacy-policy (the "Privacy Policy"). Notwithstanding anything in the Privacy Policy, we will have the right to collect, extract, compile, synthesize, and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) ("Usage Data") resulting from your access to and use of the Platform. To the extent any such Usage Data is collected or generated by us, such Usage Data will be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you, provided that the Usage Data is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.

Legal Rights. You understand and agree that we may disclose your personal data if required to do so by law, court order, legal process, or subpoena, including to respond to any government or regulatory request (after, if permitted, giving reasonable notice to you and using commercially reasonable efforts to provide you with the opportunity to seek a protective order or the equivalent, at your expense), or if we believe that such action is necessary to: (a) conform to the law, comply with legal process served on us or our affiliates or partners, or investigate, prevent, or take action regarding suspected or actual illegal activities; (b) to enforce this Agreement, take precautions against liability, to investigate and defend ourselves against any third-party claims or allegations, to assist government enforcement agencies, or to protect the security or integrity of our Platform; or, (c) to exercise or protect the rights, property, or the safety of us, our users, or others.

Linked Sites. The Platform may permit you to access your Account via a third-party service provider, such as Google. If you choose to access the Platform through such third party, such third party may have access to certain of your personal data.

14. DISPUTES

Disputes. Except as otherwise provided in this Section, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a "Dispute") through discussion between the parties. Except as otherwise provided in this Section, if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the Rules of Arbitration of the International Chamber of Commerce then in effect (the "Rules"). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Opnbook in Sarasota County, Florida, U.S.A. The arbitrator will apply the law set forth in Section 15 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party's costs, fees, and expenses (including attorneys' fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. The foregoing notwithstanding, you agree that if Opnbook reasonably believes you have, in any manner, violated or threatened to infringe Opnbook's intellectual property rights, then Opnbook may seek emergency, preliminary or other appropriate interim relief in the state or federal courts located in Sarasota County, Florida.

Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right we or you may have to a trial by jury for any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Waiver of Class Action. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. You agree that you will not seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any Disputes under this Agreement. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations, lawsuits, or other legal proceedings.

15. GOVERNING LAW AND VENUE

The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, lawsuits, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Florida, U.S.A., without regard to conflict of laws provisions thereof. Subject to Section 14 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in or closest to Sarasota County, Florida, U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by us.

16. NOTICES

To Opnbook. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to us by postal mail below with an emailed copy sent to legal@opnbook.com. Notices provided to us will be deemed given when actually received by us.

To You. We may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to us, provided that in the case of any notice applicable both to you and other users of the Platform, we may instead provide such notice by posting on the Platform. Notice provided to you will be deemed given 24 hours after posting such notice to the Platform or sending it via e-mail, unless the sending party is notified that the e-mail address is invalid.

17. ADDITIONAL TERMS

Unless otherwise provided herein, including pursuant to any additional written agreements executed between you and Opnbook, this Agreement will exclusively govern your access to and use of the Platform, Content, or Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Platform, Content, or Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by us under this Agreement must be in writing or later acknowledged by us in writing. Any waiver or failure by us to enforce any provision of this Agreement on one occasion will not be deemed a waiver by us of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of you hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without our prior written approval. Any assignment in violation of the foregoing will be null and void. We may assign this Agreement to any party that assumes our obligations hereunder. The parties hereto are independent parties, not agents, employees, or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to "including" will mean "including, without limitation." Upon our request, you agree to provide us with such documentation or records with respect to your activities under this Agreement as may be reasonably requested for us to verify your compliance with the terms of this Agreement and all applicable laws.